Bank OZK (OZK) Earnings Call Transcript & Summary

Welcome to the Bank OZK's 2021 Annual Meeting of Shareholders. I would now like to introduce George Gleason, Chairman and CEO of Bank OZK.

Ladies and gentlemen, would the meeting please come to order? Good morning. My name is George Gleason. It is my privilege as Chairman and Chief Executive Officer of Bank OZK to welcome you to our Annual Shareholders Meeting. We appreciate your attendance. I will be presiding at this meeting; and Helen Brown will serve as Secretary of the meeting. I had been informed by our secretary that all shareholders were mailed a notice of annual meeting on or about March 12, 2021 as evidenced by affidavits from Broadridge Financial Solutions Inc. And I hereby declare that this meeting has been properly called. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. As the company has previously disclosed this meeting is being held both in person and virtually in an effort to protect public health during the COVID-19 global pandemic. As you entered the meeting room, you should have received an agenda outlining the order of business for today's meeting. The agenda is available through the virtual meeting portal for those participating virtually. If anyone desires to address the meeting, please hold your questions until the question-and-answer session, which is item 9 on the agenda. Also, please make note of the rules and procedures for the conduct of the annual meeting as reflected on the back of your agenda. The Board of Directors, at an earlier meeting, appointed Sheila Mayden, Executive Vice President and Corporate Trust Manager for the Trust and Wealth division of Bank OZK, our transfer agent; and Greg McKinney, the company's Chief Financial Officer as inspectors to conduct the voting at this meeting. The inspectors are present and they have taken the oath of office. And I request that the inspectors file their oath of office with the secretary of the meeting for inclusion in the minutes of this meeting. Ms. Mayden and Mr. McKinney, in your capacity as inspectors, will you please canvass the votes and determine that a quorum is established? At this time, I would like to introduce the 13 nominees to the Board of Directors. Each nominee, other than myself, is attending the meeting virtually. Again, I'm George Gleason, Chairman and Chief Executive Officer. Other nominees are Nicholas Brown; Paula Cholmondeley; Beverly Cole; Robert East; Kathleen Franklin; Catherine Freedberg; Jeffrey Gearhart; Peter Kenny; William Koefoed; Christopher Orndorff; Stephen Sadoff; and Ross Whipple. These 13 individuals are the nominees to the Board of Directors on which shareholders will be voting today. Thank you, ladies and gentlemen. Todd Eldredge of PricewaterhouseCoopers LLP, our independent registered public accountants, is available through the virtual meeting portal to respond to appropriate questions during the question-and-answer portion of the meeting. I would like to now recognize Helen Brown, secretary of the meeting, to report on whether a quorum is present for the meeting.

The shareholders list shows that holders of 129,650,437 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector that there are represented, in person or by proxy, 118,796,280 shares of common stock or approximately 92% of all shares entitled vote in this meeting. And therefore, I am pleased to report that a quorum is established for the meeting. I also have a certified list of shareholders at the record date of February 25, 2021, and it will be available for inspection during the meeting.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The polls for the proposals to be voted on at this meeting are now open. Shareholders who are voting by proxy need not cast ballots in the voting today unless they wish to change the vote on their previously submitted proxy. Additional voting cards are available at the back of the room for anyone who wishes to overrule their previous proxy card or who might wish to vote, if they have not already done so. Anyone desiring to do so should raise their hand. Virtual participants may overrule their previous proxy card or vote, if they have not already through the virtual meeting portal. After voting has been completed on all matters on the agenda, we will close the polls and the inspectors of election will provide the preliminary report. The next order of business is a description of the matters to be voted on at today's meeting. Proposal #1 is listed on the proxy statement as the election of 13 directors for the ensuing year. Nominations as listed in the proxy are George Gleason, Chairman and Chief Executive Officer; Nicholas Brown; Paula Cholmondeley; Beverly Cole; Robert East; Kathleen Franklin; Catherine Freedberg; Jeffrey Gearhart; Peter Kenny; William Koefoed; Christopher Orndorff; Stephen Sadoff; and Ross Whipple. Proposal #2 is listed on the proxy statement as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021. Proposal #3, as listed on the proxy statement, is to approve on an advisory nonbinding basis the compensation of the company's named executive officers as disclosed in the proxy statement. Proposal #4, as listed on the proxy statement, is to determine in an advisory nonbinding vote the frequency of future advisory nonbinding votes on the compensation paid to the company's named executive officers. The Board of Directors of the company recommends that you vote for each of the 13 director nominees in proposal #1; for each of proposals 2 and 3 and for 1 year with respect to proposal #4. Because no other business is on the agenda to come before this meeting, we will proceed with voting. If you completed a voting card today, to change or revoke a previously completed proxy or to vote if you failed to complete and return your proxy, we will collect your voting card at this time. Are there any cards remaining to be collected? If all voting cards are collected, we will close the polls. The polls for these proposals are now closed. The votes on any ballots collected during this meeting that are not included in the report of inspectors at this meeting will be included in the final summary of the results of this annual meeting to be reported on a Form 8-K that will be filed with Federal Deposit Insurance Corporation. I now call upon Secretary Brown to give the preliminary report of inspectors.

We're informed by the inspectors that the ballots have been counted and that each director nominee received the affirmative vote of majority of all votes cast. The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm received the affirmative vote of all -- the majority of the votes cast. And the compensation of the company's named executive officers as disclosed in the proxy statement received the affirmative vote of the majority of all votes cast. And with respect to the frequency of the advisory nonbinding shareholder vote on the compensation paid to the company's named executive officers, 1 year received the most votes cast.

Thank you. Pursuant to these voting results, I declare the slate of 13 director nominees elected, the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2021 ratified, the compensation of the company's named executive officers as disclosed in the proxy statement approved and the annual frequency of the advisory nonbinding shareholder vote on the company's compensation to the named executive officers approved. This concludes the business for this meeting. The meeting is now adjourned. At this time, we want to open the floor for questions from our shareholders. For shareholders attending the meeting virtually, please follow the instructions provided on the virtual meeting screen to submit questions.

Mr. Chairman, there are no questions online.

All right. There being no questions. That concludes our meeting. Thank you very much for joining us today and attending the meeting and for your interest in the affairs of our company. Thank you. Have a great day, and we'll look forward to seeing you in a year.