Belden Inc. (BDC) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting of Belden, Inc's. Stockholders. I would now like to introduce the first presenter, Mr. Brian Anderson, Corporate Secretary of Belden, Inc.

Thank you, Chris. Good afternoon. I am Brian Anderson, the Corporate Secretary of Belden Inc. During the planning stages for this meeting, we were presented with 2 options, hold it in-person meeting in a world where the environment for person-to-person contact was still uncertain or hold a virtual meeting for the second consecutive year. In the end, we leaned in the direction of safe access to the meeting via the virtual meeting format. We thank everyone for joining us and indeed, look forward to returning to an in-person format next year. On the line from various locations, they are all the members of our Board of Directors and senior leadership team. Also joining us today are representatives from Ernst & Young, our independent registered public accounting firm; and Broadridge, our both 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 utilizing 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 29, 2021, the record date for this annual meeting, there were outstanding and entitled to vote a total of 44,711,546 shares of common stock. I have been informed by the Inspector of Election that there are 42,215,211 shares of stock represented by proxy or approximately 94% 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 want to change your previously cast vote, 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. 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 10 continuing directors for a 1-year term expiring at the 2022 annual meeting of shareholders. The nominees are: David Aldrich; Lance Balk; Steve Berglund; Diane Brink; Judy Brown; Nancy Calderon; Bryan Cressey; John Klein; George Minnich; and Roel Vestjens. 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. At this time, I would like to mention that John Stroup is not standing for reelection as today marks his retirement from Belden. The 15-plus years that John served as CEO and then as Executive Chairman, have been transformational in every possible sense, and he leaves the company well positioned for future success. We thank John for his service to Belden and wish him well in his retirement. [Audio Gap] as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2021. Proposal 3 asks stockholders to approve an advisory resolution on the fiscal year 2020 compensation of the named executive officers, all as described in our proxy statement. The Board recommends a vote in favor of this proposal. This proposal is advisory. 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. Proposal 4 asks stockholders to approve a new 10-year long-term incentive plan, a copy of which was included in our proxy statement. The Board recommends a vote in favor of this proposal. Proposal 5 asks stockholders to approve a new 10-year employee stock purchase plan, a copy of which was included in our proxy statement. The Board recommends a vote in favor of this proposal as well. 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.

So we have received a couple of questions from an attendee. The first question relates to our compensation plans and their execution. And I will ask our CEO, Roel Vestjens to address that question.

Thank you, Brian. I'd be happy to. So we do an annual performance review with all Belden associates. And the annual performance review consists for 50% of measurement against set objectives, measurable objectives that are set at the beginning of the year and 50% of adherence to the company values. And we take ESG into account when we rate people against how -- to what extent they live the values for that year.

Thank you, Roel. The second question relates to audit firm independence. And the question asks, if we are complying with the rotation procedures put in place by the PCAOB? We are -- we rotate our lead engagement partner every 5 years. Our current leading engagement partner is in the last year of that 5-year tenure. And so we are currently going through the process of selecting a new lead engagement partner as we speak. Thank you for the questions. Seeing no further questions. At this time, 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 a clear majority 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 2022. The ratification of the appointment of EY as the company's independent registered public accounting firm for fiscal 2021 has been ratified. The resolution on an advisory basis for the compensation of our named executive officers for fiscal 2020, received more than 96% of the votes cast in favor of the proposal and has been approved. The Belden Inc. 2021 long-term incentive plan has been adopted by the stockholders. And finally, the Belden Inc. 2021 employee stock purchase plan has been adopted by the stockholders. We will file the final report of the inspector of election with the records of this meeting. The final results of the voting will appear in a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for this 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.

Thank you. The 2021 annual meeting of Belden, Inc. Stockholders has now come to end, and you may now disconnect.