Cadiz Inc. (CDZI) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Keith Brackpool, chairman of the Board of Directors of the company, and I will be acting as chairman of this meeting. Welcome to the 2020 annual meeting of stockholders, and we express our thanks to you for your attendance at this virtual meeting today. I would like to introduce the following officers and directors of the company who are attending today's meeting. Geoff Grant; Maria Echaveste; Winston Hickox; Murray Hutchison; Richard Nevins; Carolyn Webb De Macias; Scott Slater, a Board member and our CEO; and Stan Speer, our CFO. Also attending are Dan McGill, who is a representative of PricewaterhouseCoopers, the company's auditors; and Howard Unterberger, the company's general legal counsel. Scott Slater, our CEO, will act as secretary of the meeting, and I have asked Tiffany Bagnara to act as the inspector of election. As a reminder, validated stockholders in attendance may ask questions via the designated field in the virtual meeting platform. Questions submitted prior to the conclusion of the meeting will be monitored by Courtney Degener, the company's Investor Relations Officer. She will arrange for all submitted questions to receive a response promptly following the meeting. I shall now ask the inspector of election to present her quorum report to the meeting.

As the inspector of election, I will now present the quorum report to the meeting. According to stockholders list dated April 20, 2020, issued by Continental Stock Transfer & Trust Company, the company's transfer agent, the number of shares of common stock of the company issued and outstanding on April 20, 2020, the record date of this meeting, was 34,796,106, with the right to 1 vote per share. And the holders of the company series 1 preferred stock issued and outstanding on April 20, 2020, have the right to 128,040 votes, representing an aggregate number of votes equal to 34,924,146, and that the number of votes cast with respect to shares represented and voting by proxy is 27,483,625.

Thank you. As 17,412,398 voting shares are necessary for a quorum, based on the inspector's report, I now declare that a quorum is present and the meeting is properly constituted for the transaction of business. I will now ask our legal counsel, Mr. Unterberger, to summarize the legal actions proposed for this meeting and to administer the formal portion of this meeting.

The actions to be taken today are described in the proxy statement, which was mailed to shareholders. I hereby introduce into the minutes of the meeting the certificate of mailing provided by the company's transfer agent, Continental Stock Transfer & Trust Company. The matters to be considered at the meeting are as follows: the election of 9 members to the Board of Directors of the company; the ratification of this election by the audit committee of the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2020; and an advisory vote on executive compensation as disclosed in the proxy materials. No other matters will be considered during the formal portion of the meeting. Voting on the proposals. Holders of the company's common stock as of April 20, 2020, are entitled to 1 vote per share. Holders of the company's series 1 preferred stock are entitled to that number of votes equal to the number of shares of preferred stock held at the time the shares are voted multiplied by the voting ratio then applicable to preferred stock, which is currently 301.98 votes for each share of preferred stock, but subject to any applicable voting cap. Holders of the company's common stock and the company's preferred stock will vote together as a single class on each proposal. The 9 candidates for director receiving a plurality of the votes of the shares present today or represented by proxy will be elected. An affirmative vote of a majority of the shares present today or represented by proxy and voting is required for ratification of the company's independent registered public accounting firm, proposal 2, and the passage of a nonbinding advisory resolution approving the compensation of the company's named executive officers, proposal 3. Because proposals 2 and 3 require a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal to pass, an abstention, because it is not a vote for, will have the effect of a negative vote with respect to these proposals. In instances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned a proxy, in other words, broker nonvotes, those shares will be treated as neither a vote for nor a vote against the proposals and therefore will have no effect on the vote on proposals 1, 2 and 3. The proxies have been delivered by Scott Slater as proxy holder to the inspector of election. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the virtual meeting platform and following the instructions there. Stockholders who have already voted, and do not want to change their vote, do not need to take any further action. The polls are now closed. We will be reporting preliminary voting results at today's meeting. Final vote results will be reported in a Form 8-K to be filed within 4 business days. The next order of business is the election of directors. The management nominees are Keith Brackpool, Stephen E. Courter, Maria Echaveste, Geoffrey Grant, Winston Hickox, Murray H. Hutchison, Richard Nevins, Scott S. Slater, and Carolyn Webb De Macias to serve as directors of the company until the 2021 Annual Meeting of Stockholders or until their successors are elected and qualified. Will the inspector of election announce the results of the vote for director?

Each of the nominees for director has received a plurality of the vote cast.

Thank you. Mr. Brackpool, Mr. Courter, Ms. Echaveste, Mr. Grant, Mr. Hickox, Mr. Hutchison, Mr. Nevins, Mr. Slater and Ms. Webb De Macias are all elected as directors of the company. The next order of business is the consideration of the proposal to ratify the selection by the audit committee of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2020. A discussion of this proposal is included in the proxy statement previously sent to all stockholders. Will the inspector of election announce the results of the vote to ratify this election by the Board of Directors of PricewaterhouseCoopers as the company's independent auditors for fiscal year 2020?