Business First Bancshares, Inc. (BFST) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Shareholders of Business First Bancshares, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Bob Greer. Mr. Greer, the floor is yours.

Thank you. Good morning, ladies and gentlemen. The special meeting of the shareholders of Business First Bancshares will come to order. I would like to welcome the shareholders, employees and others who have joined us virtually. I am Bob Greer, Chairman of Business First. And with me today is Jude Melville, President and CEO. Heather Roemer, Secretary of the company, will be serving as Secretary for our meeting today. Before we get started, I would like to extend our appreciation to all of you for attending, albeit virtually, our Special Meeting of Shareholders today. When you registered your attendance, you should have received an electronic copy of the agenda and rules of conduct that we will follow for our meeting today. Now I will turn the meetings to Heather, our Secretary.

Thank you, Mr. Chairman, and good morning to everyone. The business portion will consist of 2 parts. First, we need to establish that there is a sufficient quorum to start the meeting. And second, we will vote on the formal business items listed on the agenda. The company has appointed Tammie Marshall of Computershare to act as the Inspector of Elections for this meeting. Tammie will count the proxies and votes of the meeting and in a few minutes report on the presence of a quorum at the special meeting. And now I'll turn the meeting back to the Chairman.

Thank you, Heather. We will have the report of the vote inspector.

Thank you, Mr. Chairman. I have determined that of the 13,498,268 shares of Business First common stock entitled to vote as of March 3, 2020, the record date for the special meeting, there is an excess of a majority of the shares entitled to vote at this meeting present at this meeting, either virtually or by proxy, and thus the company has achieved a quorum sufficient to proceed with the formal business at this meeting.

Thank you, Tammie. Ms. Roemer will now continue with the formal business of this meeting.

Thank you, Mr. Chairman. As provided in the joint proxy statement prospectus, there are 2 formal voting items on the agenda. We have not received a notice from any of our shareholders, as required under the bylaws, of any other matter to be considered at this meeting. Therefore, no other proposals may be introduced by shareholders at this time. In a moment, the Chairman will declare the polls open for voting at this meeting. If you wish to vote at the meeting and have not done so, you should do so now by following the instructions on the virtual meeting website. If you have previously submitted a proxy, then your vote has already been recorded and you do not need to vote during this virtual meeting, unless you wish to change your vote. The Chairman will now open the poll.

I now declare the polls open for voting. [Voting]

Now we will proceed with each proposal. The first proposal is to approve the Agreement and Plan of Reorganization dated January 22, 2020, by and between Pedestal Bancshares and Business First, pursuant to which Pedestal will merge with and into Business First with Business First surviving the merger and approve the merger and issuance of Business First common stock to the Pedestal shareholders pursuant to the Agreement and Plan of Reorganization as described in the joint proxy statement prospectus. I would like to note that the Board of Directors has unanimously recommended a vote for Agreement and Plan of Reorganization, the merger and the approval of the issuance of Business First common stock to Pedestal shareholders pursuant to the Agreement and Plan of Reorganization. The second proposal is to approve any motion to adjourn the Business First special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the issuance of shares of Business First common stock to the Pedestal shareholders pursuant to the merger agreement. I would like to note that the Board of Directors has unanimously recommended a vote for this proposal. Since there are no other proposals, Heather will now explain the vote requirements.

Approval of the merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Business First common stock as of the record date. And approval of the adjournment proposal requires the affirmative vote of a majority of votes cast by holders of Business First common stock represented in virtually or by proxy at the special meeting and entitled to vote on this proposal.

Now we would like to open the floor for any pertinent questions submitted through the virtual meeting website to the extent we are unable to answer all questions we hope, to have an opportunity to do so at our annual meeting. Heather, do we have any questions?

Mr. Chairman, we do not have any questions.

There being no further discussion of the proposals, I now declare the polls closed. We can proceed to the tabulation of votes. Tammie, you have complete -- have you completed the tabulation of voting?

Yes, I have. Thank you. Mr. Chairman, based on my tabulation with respect to the first proposal to approve Agreement and Plan of Reorganization, the merger and the issuance of Business First common stock to the Pedestal shareholders pursuant to the Agreement and Plan of Reorganization, there were 7,881,448 shares cast for the proposal and 1,580,917 shares cast against with 7,639 shares expressly abstaining. This proposal received the affirmative vote of the holders of a majority of the outstanding shares of Business First common stock as of the record date, and therefore, the first proposal is approved. With respect to the second proposal to approve any motion to adjourn the Business First special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the issuance of Business First common stock to the Pedestal shareholders pursuant to the merger agreement, there were 8,097,760 shares cast for the proposal and 1,346,007 shares cast against with 26,237 shares expressly abstaining. This proposal received the affirmative vote of a majority of the votes cast by the holders of Business First common stock represented in virtually or by proxy at the special meeting and entitled to vote on the proposal, and therefore the second proposal is approved.

Thank you, Tammie. There being no further business, the meeting is now adjourned. Thank you all for your attendance here this morning.

This concludes the meeting. You may now disconnect.