Brandywine Realty Trust (BDN) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Brandywine Realty Trust. Our host for today's call is Jerry Sweeney, President and CEO. [Operator Instructions] I will now like to turn the call over to your host. Mr. Sweeney, you may begin.

Ross, thank you very much. Good morning, everyone. I'm Jerry Sweeney, President and Chief Executive Officer of Brandywine Realty Trust and I would like to welcome you to our Virtual 2020 Annual Shareholders Meeting. It's 10:00 a.m. and in accordance with the notice of the meeting, I hereby call to order the annual meeting. And first of all, it gives me great pleasure to introduce our Chairman of the Board, Michael Joyce.

Thank you, Jerry. On behalf of the Board of Trustees and management team, we appreciate your continued interest and support of the company. Before proceeding, I would like to introduce our trustees and offer our special thanks to Tony Nichols, who is retiring from the Board after 24 years of service. We look forward to his continued counsel as Trustee Emeritus. Our continuing trustees, all of whom are present on the call are Jim Diggs; Wyche Fowler; Rick Haverstick; Terri Herubin; Charles Pizzi; and Jerry Sweeney, our CEO. Jerry?

Thank you, Mike. Allow me to introduce those of our officers who are also present. We have with us Tom Wirth, our Executive Vice President and Chief Financial Officer; George Johnstone, our Executive Vice President of Operations; George Hasenecz, our Senior Vice President of Investments; Dan Palazzo, our Vice President and Chief Accounting Officer; and Shawn Neuman, our Senior Vice President, General Counsel and our Corporate Secretary. I would also like to introduce Joe Schechter from the accounting firm of PricewaterhouseCoopers; Jeff Fletcher from our tax accounting firm of KPMG; and Michael Friedman, our outside corporate counsel from the firm of Pepper Hamilton. At this time, at the request of our Chairman, I hereby Appoint Shawn Neuman as Secretary of the meeting and hereby appoint Jim Raitt from Broadridge as Inspector of Elections. His duty will be to count the votes taken on the business transacted during the meeting. He is not an officer, trustee or otherwise employed by Brandywine Realty Trust. Mr. Neuman will now report on matters relating to the delivery of notice for the meeting and the determination of a quorum for the meeting.

As Secretary of the meeting, I hereby confirm the proper mailing of the notice of the meeting. As of the record date for the meeting, March 20, 2020, there are 174,752,887 common shares of the company outstanding, each share being entitled to cast 1 vote. Represented at this meeting, via attendance by live webcast or by proxy, are a total of approximately 165,053,362 common shares entitled to vote at this meeting. This represents a quorum for transacting business at this meeting, and I declare that this meeting is properly and legally convened. We will now proceed to the business of this meeting, which, as described in the proxy statement, is to consider and vote upon: one, the election of 7 trustees to serve as members of the Board of Trustees until the next annual meeting of shareholders and until their successors are elected and qualified; two, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for calendar year 2020; and three, providing an advisory nonbinding vote on our executive compensation. [Voting]

The voting is now closed. The trustees have unanimously recommended that the shareholders vote for each of the foregoing proposals. At this juncture, we will now commence the procedures necessary to transact our stated business.

Shawn, thank you very much. I've asked George Johnstone, a shareholder of Brandywine Realty trust, to present the proposals.

Thank you. My name is George Johnstone, and I'm a shareholder of Brandywine Realty Trust. I hereby move that the shareholders vote for each of the 3 proposals as set forth in the 2020 proxy statement and as described earlier by Mr. Neuman.

Is there a second to the motion?

I am George Hasenecz. I'm a shareholder of Brandywine Realty Trust and I second the motion.

Great. Thank you. If you have not yet voted your shares, you may do so now by following the instructions in the proxy materials prepared for the meeting. After the report of the Inspector of Election, we'll address the shareholder -- any shareholder questions. Has the Inspector of Election submitted the results of the voting on the proposals as contained in the company proxy statement?

Yes, the Inspector of Election has completed the count, and the results are that each of the 3 proposals has passed.

Thank you, Shawn. As such, we declare that each of the nominees for trustee has been elected. The appointment of PricewaterhouseCoopers has been ratified, and the advisory vote on the company's executive compensation has been approved. This concludes the official business of this meeting. At this point, I'd be pleased to address any questions, and I've asked Dan Palazzo to moderate any questions.

Yes, there's one question. Mr. Chairman, the Carpenter Union Pension Fund have a collective ownership position of 453,200 shares of the Trust common stock. As long-term investors, we appreciate the Trust's action to prioritize the health and safety of Trust's employees, tenants and other stakeholders in response to the health and safety issues posed by COVID-19 pandemic. We have strong confidence in the Board and senior management team to effectively navigate the Trust through this particularly challenging time. Thank you, Mr. Chairman.

Thank you, Dan. Any other questions?

There are no other questions at this point.

Great. Thank you very much for that statement. Certainly, the company has made an effort to make sure that all of our tenants and folks who work in our buildings are safe and secure during this challenging time. Hearing that there are no further questions, I'd like to take this opportunity to thank each of you for attending our virtual annual meeting. Since there is no other business, we declare this meeting concluded. Thank you very much.

This now concludes the meeting. Thank you for joining, and have a pleasant day.