Boyd Gaming Corporation (BYD) Earnings Call Transcript & Summary

Good day, everyone, and welcome to the Boyd Gaming Annual Meeting of Stockholders. At this time, I'd like to turn the conference call over to David Strow, Vice President of Corporate Communications for Boyd Gaming. Sir, please go ahead.

Thank you, and good morning. Thank you to everyone for joining us for our Annual Meeting of Stockholders. Before we begin the formal meeting, we wanted to go over a few items regarding today's format. This is our first online shareholders meeting, and we appreciate everyone's patience and understanding regarding this new format. While we know many of you are accustomed to an in-person meeting that was not possible this year due to health and safety concerns related to the COVID-19 pandemic. In keeping with our strict social distancing guidelines, our Chairman, Bill Boyd, is joining us on the call from a separate location. Bill will be a participant in today's meeting, but for logistical reasons, this meeting will be chaired by Marianne Johnson, Vice Chair of the Board of Directors. As with previous meetings, you can vote during today's meeting until the polls are formally closed. If you have not voted yet, you can do so by following the instructions on the website you are using to access this meeting. Following the conclusion of formal business, our President and CEO, Keith Smith, will take questions from stockholders. If you have a question, you can send it to us through the website you are using to access this meeting. I will then verbally read your questions to Keith. Thank you for your time today. I will now turn over the meeting to Marianne Johnson, Vice Chair of the Board. Marianne?

Good morning. The 2020 Annual Stockholders Meeting is called to order. I am Marianne Johnson, Vice Chair of the Board of Boyd Gaming Corporation. I would like to welcome you to our company's 46th Annual Stockholders Meeting. We appreciate your interest. I hope everyone is keeping themselves safe and healthy during these uncertain times. The thoughts and best wishes of our Board and our senior leadership team are with everyone who is impacted by this pandemic. Before we turn to formal business of the annual meeting, I would like to acknowledge our Board of Directors who are joining us on the line today: John Bailey; Bob Boughner; William R. Boyd; Richard Flaherty; Keith Smith; Christine Spadafor; Randy Thoman; Peter Thomas; Paul Whetsell; Veronica Wilson; and our Executive Chairman, Bill Boyd. I would like to take a moment to recognize Richard Flaherty, who is retiring from our Board today after nearly 10 years of service. Rich has been a trusted and valued member of this Board since 2011, and I would like to thank him for his contributions to our company. Finally, I would like to recognize representatives of the company's independent auditors, Deloitte & Touche, who are also joining us on the call today. I would now like to introduce Keith Smith, our President and CEO, who is acting as Secretary of today's meeting. Keith, would you please present the Secretary's report as to the notice of the meeting?

Thank you, Marianne, and good morning, everyone. I'm submitting proof by affidavit, which I have signed that the notice of this Annual Meeting of Stockholders has been duly given, and that the notice, proxy statement, annual report and the proxy card for this annual meeting were mailed on or about March 10, 2020, to all stockholders of record at the close of business on February 28, 2020. The affidavit, together, the copies of the meeting materials will be filed with the minutes of this meeting. I also wish to report that Erik Amundson from EQ Shareowner Services, the Inspector of election, has informed me, that they have determined that a sufficient number of shares entitled to vote at this annual meeting are present in person or by proxy to constitute a quorum. I would like to note that any additional shares being voted today at the meeting that are not included in the preliminary tabulation will be added to the final tabulation, which will be included in the minutes of this meeting. Marianne, as a quorum is present, this annual meeting may proceed to transact the business set forth in the notice for the annual meeting.

Thank you, Keith. On the basis of the Secretary's report, the annual meeting is duly conveyed. William S. Boyd and William R. Boyd have been named proxies to represent stockholders at this meeting. We will now conduct the formal business of the meeting. And when we are finished with the proposals set forth in the notice of the annual meeting, we will conclude. If you have voted by proxy and will not be changing your vote, then do not vote again, and the vote indicated on your proxy will be counted as you have instructed. If you did not submit a proxy or want to change your vote, you may do so by voting on the website you are using to access this meeting. The polls are now open. There are 4 items of business for this meeting. The first matter is the election of 11 Directors to our Board of Directors. The Board's 11 nominees are identified in the proxy statement and listed on the proxy card. The second matter to consider and vote upon is the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2020. Third, we will hold an advisory vote on executive compensation as disclosed in our proxy statement. And finally, we will consider and vote upon the approval of the Boyd Gaming Corporation 2020 stock incentive plan. We will pause for a moment to allow any final votes to be cast. [Voting]

I will now close the voting polls for this annual meeting and report the preliminary vote count for the 4 proposals. Following the meeting, the Inspector of election will make a final tally of all proxies and votes of those present on the matters voted upon at the meeting, and the report of the results will be filed with the minutes of this meeting. Based on the preliminary report of the inspector of election, all 11 of Boyd's nominees have been elected to the Board by a majority of the votes cast. In addition, the proposal to ratify Deloitte & Touche as the company's independent registered public accounting firm has been approved with the majority of the shares represented at the meeting voting in favor of the ratification. Third, the company's stockholders have approved, on an advisory basis, our executive compensation as disclosed in our proxy statement, with the majority of the shares represented at the meeting voting in favor of its approval. Finally, majority of the shares represented at this meeting have voted in favor of the approval of Boyd Gaming Corporation's 2020 stock incentive plan. That concludes our formal business for our 2020 annual meeting, and the meeting is hereby adjourned. Once again, thank you all for joining us today. I appreciate your interest and your support of our country -- of our company during these challenging times. Please stay safe and healthy, and we look forward to seeing you all soon. Now I will turn it over to Keith Smith, our President and CEO, for a question-and-answer session. Keith?

Thank you, Marianne, and good morning, again, everyone. Thank you for joining today's meeting. I realize this is a new format for our annual meeting. However, given the unprecedented circumstances we are dealing with today, we believe a change to an online format is appropriate and will help protect the safety and health of our shareholders, our Board and our leadership team. The last several weeks have been an unprecedented challenge for our company, the communities we operate in and our entire country. Over the course of 6 days in March, Boyd Gaming closed every one of our 29 properties across the country in response to state orders aimed at preventing the spread of COVID-19. We fully understand and support these measures. Right now, our primary focus is saving lives and protecting our communities. But the impact on this company and our team members has been substantial. More than 20,000 of our team members were impacted by these closures. We work to mitigate this impact to the best of our ability by continuing to provide pay and benefits to our entire team over the first several weeks following the closures. We have also supported our communities. Our properties have donated tens of thousands of pounds of food in cities across the country, and we have donated over 50,000 gloves and masks to first responders at hospitals. As the closure of our properties continue, we have taken steps to strengthen our liquidity position. To reduce compensation costs, our senior leadership team will be taking significant pay cuts starting this month. Corporate and property management teams will also be taking pay reductions, and the Board of Directors has agreed to suspend their compensation. On the expense side, all nonessential spending has been halted. All capital projects have been suspended and are being reevaluated. And as we announced in late March, the company's quarterly dividend program has also been suspended. We had to take other very difficult and painful actions as well. Starting this Saturday, most of our team members nationwide will move to unpaid furlough status. This is by far the most difficult decision we have ever had to make. We care deeply about the well-being of our team members, which is why we maintain full pay and benefits through April 10. And it is also why we will continue to provide benefits coverage at no cost to our furlough team members through June 30. As of today, we do not know when we will be permitted to reopen our properties and welcome back our team members and our customers. While the actions our leadership team has taken over the last 30 days and the actions we take going forward, we are confident we will have sufficient liquidity and resources to sustain our company until we reopen our doors once again, and I very much look forward to that day. With that, let's begin our question-and-answer session.

[Operator Instructions]

Apologies to everyone for the delay here. We just wanted to make sure that we were getting questions in. I'll ask our first question from Carpenter Pension Funds, which asks -- which states that they support all nominees for election. But would like to ask if the Board has or would consider the implementation of a majority vote standard in uncontested Director Elections.

Thank you for the question. We continue to -- or continue to review and look at our governance policies and how these things are handled. So we will consider that and take a look at that in the future. Thank you for your question.

Our next question comes from someone asking how we intend to enforce rules prohibiting sale of horses to kill buyers at our racinos in Louisiana.

Thank you for the question. We do operate 2 racinos in Louisiana, and we have a no-kill policy at both of those race tracks. We also do support a national rescue horse organization. And outside of that, I think that's about the best we can do as an organization to handle that matter. So we do have no-kill policies in place. And with that, I see there are no further questions. So seeing none, we will conclude the question-and-answer session of today's meeting. As Marianne said earlier, we appreciate your participation in today's meeting. We know that these are difficult times for everyone and your continued support of our company is very much appreciated. Please stay safe and stay healthy. And thank you for joining today's call.

Ladies and gentlemen, the conference has now concluded. We do thank you for attending today's presentation. You may now disconnect your lines.