Belden Inc. (BDC) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Belden Inc. Annual Meeting. [Operator Instructions] I will now hand today's call over to Brian Anderson. Please go ahead, sir.

Thank you, Tamika. Good afternoon. This is Brian Anderson, the Corporate Secretary of Belden Inc. When we filed our proxy statement in early April, we were still hopeful that we would be able to hold an in-person meeting with our stockholders here in St. Louis. As the unprecedented events related to the COVID-19 pandemic continued to play out, it became clear that for the safety of everyone involved, we should hold our first ever virtual annual meeting. We thank everyone for joining us via this format, and we look forward to being in a position to return to a live format next year. On the line from various locations around the country and the world are all of the members of our Board of Directors and our senior leadership team. Also joining us today are representatives from Ernst & Young, our independent registered public accounting firm; and Broadridge, our vote tabulator and Inspector of Elections. At this time, I would like to call the meeting to order. For stockholders who have joined the online portal by using the control number contained in your proxy materials, you now have access to the voting functionality and the question-and-answer tool. You may use the latter to submit questions for the company. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. On March 24, 2020, the record date for this annual meeting, there were outstanding and entitled to vote a total of 45,015,194 shares of common stock. I have been informed by the Inspector of Election that there are 43,713,256 shares of stock represented by proxy or approximately 97% of all the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute a quorum. As previously noted, the polls for voting on all matters are open. All Belden stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you would like to change the vote you previously cast, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. [Voting]

After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide his preliminary report. We'll move now to a review of the proposals. The first proposal to come before the meeting is the election of Directors. At this meeting, we will be electing each of the 9 continuing Directors for a 1-year term expiring at the 2021 annual meeting of stockholders. The nominees are: David Aldrich, Lance Balk, Steve Berglund; Diane Brink, Judy Brown, Bryan Cressey, Jon Klein, George Minnich and John Stroup. Information concerning their principal occupations, service as Belden board members, skills and qualifications and other matters which may be of interest are contained in our proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The next matter to come before the meeting is the ratification of the appointment of Ernst & Young, or EY, as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of EY to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2020. Proposal 3 asks stockholders to approve an advisory resolution on the fiscal year 2019 compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. But although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board of Directors will be able to consider when making future executive compensation decisions. Voting will end shortly. If you have not yet voted and intend to do so, please do so now. I will pause for a moment to see if any questions related to the proposals have been posed. Seeing none, we will move forward with the meeting. Now that everyone has had the opportunity to vote, I will ask our friends at Broadridge to close the polls. Based on the voting through last night, I can announce the preliminary results. Each of the nominees for Director received greater than 90% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a 1-year term that will expire in 2021. The ratification of the appointment of EY as the company's independent registered public accounting firm also received more than 90% of the votes in favor, and the appointment has been ratified. And finally, the resolution on an advisory basis for the compensation of our named executive officers for fiscal 2019 received more than 90% of the votes cast in favor of the proposal and has been approved. We will file the final report of the Inspector of Elections with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. This concludes the business for the meeting. The meeting is now adjourned. Ladies and gentlemen, thank you for attending today's meeting, and thank you for your continued support of Belden. Tamika, that completes the Belden annual shareholder meeting. Thank you.

Thank you. This concludes today call. You may now disconnect your lines.