Bel Fuse Inc. (BELFA) Earnings Call Transcript & Summary

I'm Dan Bernstein, President and Chief Executive Officer of Bel Fuse Inc. Before we begin, I hope you and your family are doing well during these difficult times. I would now like to welcome you to the Bel Fuse Inc. Annual Meeting of Shareholders. I should act as Chairman of the meeting, and I request Peter Gilbert to act as secretary of the meeting. In addition to Peter Gilbert, I'm joined remotely by Directors Eric Nowling; Dr. Rita Smith; and by the following officers and representatives of Bel Fuse: Farouq Tuweiq, Chief Financial Officer; Craig Brosious, Vice President of Finance; Dennis Ackerman, Vice President of Operations and President of our Power Solutions and Protection Business; and Lynn Hutkin, Director of Financial Reporting. In addition, I have Brian Rocco and [ Dan LaFarge ] of Grant Thornton LLP and Jeff Minick of Deloitte & Touche LLP are present remotely and are available to answer any auditor-related questions from shareholders. Later in the call, we have an opportunity to answer questions that have been submitted. Only validated Class A shareholders will be able to ask questions in the designated field on the web portal. We will attempt to answer as many questions as time allows. Only questions that are relevant to the meeting will be addressed. Holders of Class B common stock that have questions may submit them to us at [email protected], and we would do our best to respond either during or after the meeting. I will now ask Peter Gilbert to present proof of the due calling of this meeting and to review certain procedural matters. Peter?

Mr. Chairman, this is Peter Gilbert. I present a copy of the notice of annual meeting and proxy statement dated April 8, 2021, which states the time, place and purpose of this meeting. This document has been posted on the company's virtual annual meeting webcast site and is also available at www.belfuse.com. I further submit the complete list certified by Continental Stock Transfer and Trust Company, the transfer agent for the company's stock, of the holders of Class A common stock as of the close of business on the record date fixed by the Board of Directors for shareholders entitled to notice of and to vote at the company's annual meeting. This shows that at the close of business on the record date, there were 2,144,912 shares of Class A common stock of the company outstanding, of which under the company's charter, 1,735,312 shares are eligible to vote. I further submit the affidavit of the representative of Continental Stock Transfer and Trust Company showing that it caused to be mailed to each of the shareholders of record a copy of the notice of meeting, proxy materials and Bel's annual report to shareholders, which contain the consolidated financial statements of Bel Fuse Inc. and its subsidiaries for the year ended December 31, 2020. Please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder, which is not specified in the notice of meeting, must be submitted in writing in advance to the company and that the notice meets certain requirements. The company did not receive any such notice. And as such, voting will be confined with the 3 proposals outlined in the proxy statement. Please note that any nonhistorical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission and that Bel Fuse typically cites in its press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD. As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with material nonpublic information at this meeting.

Mr. Gilbert is directed to incorporate a copy of the notice of the annual meeting and proxy statement dated April 8, 2021, together with the affidavit of mailing as part of the minutes of this meeting. Continental Stock Transfer and Trust Company has been appointed inspector of election and is qualified by taking subscribing to an oath faithfully to execute the duties of inspection at this meeting. I direct that the oath be filed with the minutes of the meeting and that the inspector take a poll of the shares represented at this meeting in person on this webcast or by proxy.

Mr. Chairman, there are present in person on this webcast or by proxy at this meeting substantially more than 1/2 of all of the shares of Class A common stock outstanding and entitled to vote at this meeting.

By reason of the fact that the holders of record of a majority of the outstanding Class A common stock of the company entitled to vote at this meeting are present in person or this webcast or by proxy, a quorum is present for all purposes. I declare the meeting lawfully and properly convened and now competent to proceed to the transaction of business for which it has been called and stated in the notice thereof. The next order of business at this meeting is elect 3 directors for 3-year terms or until their successors are elected and qualified. Dr. Smith will present the nomination of the Board of Directors.

This is Rita Smith. I nominate John Tweedy, Mark Segall and Eric Nowling, each for a 3-year term to expire at the 2024 Annual Meeting.

This is Peter Gilbert. I second the motion.

There being no other nominations under provisions in our bylaws, I declare the nominations for directors closed. The Chair recognizes Mr. Gilbert.

Mr. Chairman, I also move the ratification of the designation of Grant Thornton LLP to audit Bel's books and accounts for 2021.

This is Eric Nowling. I second the motion.

The Chair recognizes Mr. Gilbert.

Mr. Chairman, as set forth in the proxy statement as proposal 3, I move a vote for the approval of the following advisory resolution: resolved, that the compensation paid to the company's named executive officers as disclosed in the company's 2021 proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.

This is Rita Smith. I second the motion.

You have heard the nominations and the proposals. If there are any registered holder of Class A common stock or a person who hold legal proxies from such registered holders who desire to vote who haven't already done so or wish to change their vote, that can be done through the remote annual meeting webcast site at this time. While we allow time for any final voting to take place on the web portal, I'd be glad to answer questions submitted to us. I would like to ask Lynn Hutkin to read any questions that have come through the web portal.

And I'm not showing any questions that's been received through the web portal at this time. Craig, have anything come through on the IR website?

No, there's nothing come through on the IR website.

There being no -- okay. There being no business before the shareholders, I will pause momentarily, then close the polls. [Voting]

The polls are now closed. The Chair recognizes Mr. Gilbert.

Mr. Chairman, the inspector of election has presented a preliminary report of the voting. That report reflects that holders of a substantial majority of the shares of Class A common stock voted at this meeting have voted in favor of the Board's nominees to serve as directors, in favor of the ratification of Grant Thornton LLP to audit Bel's books for 2021 and in favor of the advisory resolution approving the compensation of Bel's named executive officers.

Thank you for participation in our meeting today. The final voting results will be published by the company in an 8-K to be filed by the company in the next few days. I instruct Mr. Gilbert to file the shareholder list, proxies and ballots among the records of the company. At this time, I will entertain a motion to adjourn.

This is Peter Gilbert. I move the meeting be adjourned.

This is Eric Nowling. I second the motion.

The meeting is now adjourned, and thank you for participating in the meeting today.