Bread Financial Holdings, Inc. (BFH) Earnings Call Transcript & Summary

Good morning, and welcome to the Alliance Data Systems Corporation 2021 Annual Meeting of Stockholders. I will now turn the meeting over to Mr. Ralph Andretta, President and Chief Executive Officer. Please go ahead, sir.

Thank you, and good morning, ladies and gentlemen. This is Ralph Andretta, and I would like to welcome you to the Annual Meeting of Stockholders of Alliance Data Systems Corporation for 2021. As President and Chief Executive Officer of the company, I will preside over the meeting. Today's meeting will be held in a virtual-only audio format. I call your attention to the rules of conduct set forth for this meeting available on our virtual annual meeting portal. Please review them as they are now in effect. The annual meeting materials are also available on our meeting portal. If we encounter any technical difficulties that prevent us from continuing the meeting, we ask our stockholders and guests to stand by and allow us time to provide an update for the meeting. You may vote your shares through our meeting portal until the polls are closed. However, if you have already voted your shares prior to the start of the annual meeting, your vote has been received by the inspector of election. And there is no need to vote those shares during the annual meeting, unless you wish to revoke or change your vote. In addition, questions may be submitted through the meeting portal. Joe Motes, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary of the company, has taken his oath and will act as inspector of the election for the meeting. Karen Bowman, a representative from our independent registered public accounting firm, Deloitte & Touche LLP, is joining us today and will be available to answer questions relating to the company's financial statements, if any, at the end of the meeting. The Board of Directors set March 31, 2021, as the record date for this stockholders' meeting. A list of stockholders of that date is available during the meeting on our meeting portal and was available for inspection for the last 10 days by any stockholder who made such a request by contacting the Corporate Secretary's office. At this time, Mr. Motes will present the report of the secretary regarding timely notice for this meeting.

Mr. Andretta, the notice of availability of proxy materials was mailed on April 14, 2021, to stockholders of record of the company in accordance with the bylaws of the company. In addition, I wish to report that a majority of the 49,722,735 shares of common stock outstanding as of the record date are represented at this meeting, either in person or by proxy. Therefore, a quorum is present for this Annual Meeting of Stockholders, and the meeting may proceed.

Thank you. The report of the secretary is accepted and will be made part of the minutes of the meeting. We may now proceed to consider the business for which this meeting has been called. We will take questions on the proposal after all proposals have been presented. The polls are now open to vote on these proposals. The first item of business today is Proposal 1, the election of directors. The 8 directors elected today will hold office until the Annual Meeting of Stockholders in 2022 and until their respective successors are duly elected and qualified. The affirmative vote of the majority of votes cast, a quorum being present, is required to elect directors. The following persons have been nominated as directors: Ralph J. Andretta; Roger H. Ballou; John C. Gerspach, Jr.; Rajesh Natarajan; Timothy J. Theriault; Laurie A. Tucker; Sharen J. Turney. Each of the nominees other than Laurie Tucker and Karin Kimbrough are attending this meeting virtually. The Board of Directors recommends stockholders vote for each of the 8 nominees. The second item of business is Proposal 2, the advisory approval of compensation of our named executive officers. An affirmative vote of the majority of votes cast, a quorum being present, is required to approve the compensation of our named executive officers on an advisory basis. The Board of Directors recommends stockholders vote for this proposal. Third item of business is Proposal 3, the ratification of the selection of the Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2021. An affirmative vote of the majority of votes cast, a quorum being present, is required to approve the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2021. The Board of Directors recommends stockholders vote for this proposal. [Voting]

There are no questions on the proposal.

Since there are no questions, I will close the polls momentarily. If you have not yet voted and wish to do so, please do so now. [Voting]

I now declare the polls closed, and all matters have been voted upon by stockholders. Mr. Motes, please report the results.

Based on the preliminary review of the votes cast, each nominee for director has been elected as a director of the company; and our stockholders have approved the compensation of our named executive officers; and the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for 2021. A written report of the final vote count on the 3 proposals voted on at today's meeting will be included in the minutes of the meeting. The final voting results will be reported in a Form 8-K filed with the SEC within 4 business days of today's meeting. I will now turn the meeting back over to you, Mr. Andretta.

Thank you, Mr. Motes. That completes the official business of the meeting, and the formal meeting is now adjourned. At this point, I want to welcome our new director, Ms. Karin Kimbrough, an executive-level economist who bring significant expertise and experience in areas of critical importance to Alliance Data's business, including banking and financial services, among others. I am pleased with the progress we have made with our Board across various criteria, including critical skills, expertise, industry experience, gender, race, ethnicity and tenure, all of which form the underpinnings of a solid Board representation necessary for effective and responsible corporate governance and oversight of our business. Next, I would like to highlight a few key milestones in 2020 and share a few words of Alliance Data's current priorities. In 2020, we demonstrated resiliency and sustainable, responsible business practices, which helped us through a challenging and transformational year. We remained focused on our recover, rebuild, regrow strategy to position the company to emerge stronger. We added new talent and industry veterans with extensive experience across financial and operational sectors. We expanded our digital product offerings with the acquisition of Bread. Alliance Data continues to evolve and reposition itself for future sustained success. As we announced earlier this month, we plan to spin off the LoyaltyOne segment, with the transaction expected to be completed in the fourth quarter of 2021. This transaction fulfills the goal of simplifying our business story and narrowing our focus, while unlocking the growth potential of both companies. Further, this transaction is expected to strengthen Alliance Data's balance sheet and improve key metrics. We will continue to transform our Card Services business, with a focus on technology, innovation, product development, digital advancement, and continued investment in data and analytics. Our strategy is built on solid -- on the solid core of our company, which includes key foundational elements of proactive risk management, prudent balance sheet management and disciplined expense management. We have a committed leadership team and dedicated employees, all of whom are working together to drive a successful transformation. Combination of the changes we have made and our direction for the future sets up Alliance data to provide long-term value to shareholders through sustainable, profitable growth for years to come. That concludes my prepared remarks. We will now answer any questions about Alliance Data that was submitted by our stockholders. As a reminder, the rules of the meeting remain in effect. [Operator Instructions] Let's start with the first question, please.

There are no questions at this time.

Thank you. Since there are no questions, this concludes today's meeting. Thank you very much for attending.

This concludes today's meeting. You may now all disconnect.