Cadre Holdings, Inc. (CDRE) Earnings Call Transcript & Summary

Hello, and welcome to the Cadre Holdings, Inc. 2025. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]. The meeting is about to begin.

Welcome to Cadre Holdings Inc.'s 2025 Virtual Annual Meeting of Stockholders. Today's annual meeting is being broadcast live over the Internet. I would like to turn today's webcast over to Mr. Warren B. Kanders, Chief Executive Officer and Chairman of the Board of Directors of Cadre Holdings, Inc. Please go ahead, Mr. Kanders.

Thank you, Blaine. I'm Warren B. Kanders, Chief Executive Officer and Chairman of the Board of Directors of Cadre Holdings, Inc., and I will act as Chairman of this annual meeting of the company's stockholders. I would like to introduce to you the other directors of the company participating at this annual meeting: Gianmaria C. Delzanno, Hamish Norton, William Quigley and Deborah A. DeCotis, all directors of the company. Also present at this meeting are Brad Williams, President of the Company, Blaine Browers, Chief Financial Officer of the company; and Chad Barba of KPMG LLP, the company's independent auditors for the year ended December 31, 2024. Mr. Browers will act as Secretary of the meeting. Mr. Browers, would you please present the notice of the meeting.

The notice of the meeting dated April 24, 2025, was mailed on or about April 24, 2025, to all stockholders of record as of the close of business on April 14, 2025, the record date for this meeting.

Is there a motion to order the notice of meeting filed with the records of this meeting?

I move that the notice of meeting be filed with the minutes of this meeting.

I second the motion.

All in favor, say aye. Any objection? There being no objection, the notice of the meeting is ordered filed with the minutes of this meeting. Will the secretary present the affidavit of mailing of the notice of the meeting?

The affidavit of mailing indicates that a copy of the notice of the meeting was duly mailed to each stockholder of record on or about April 24, 2025.

The Secretary is directed to file the affidavit of mailing with the minutes of this meeting. Mr. Browers, would you please present a certified list of stockholders of the meeting.

This is a certified copy of the list of stockholders of the company.

I will entertain a motion to dispense with the calling of the roll.

I move that the calling of the roll be dispensed with.

I second the motion.

All in favor, please say aye. Any objection? There being no objection, it is ordered that the calling of the roll be dispensed with. In order to save time, I will entertain a motion be dispensed with the reading of the minutes of the last meeting of stockholders.

I move the reading of the minutes of the last meeting stockholder be dispensed with.

I second the motion.

All in favor, please say aye. Any objections? There being no objection, it is ordered that the reading of the minutes of the last meeting of stockholders be waived. Under the powers granted to me by the bylaws of the company, I hereby designate Mr. Jonathan Zalkin as Inspector of Election to count the votes presented to the meeting in person or by proxy. I've requested the Inspector of Election to submit the oath as inspector and direct the Secretary to attach the same to the minutes of the meeting. Copies of the 2024 Annual Report to Stockholders have already been sent to all stockholders. And I therefore ask for a motion to dispense with the reading of the Annual Report and to order it accepted and filed.

I move that the reading of the annual report be dispensed with and that the annual report be accepted and filed with the minutes of this meeting.

I second the motion.

Any objections? There being no objection, it is ordered that the reading of the annual report be waived and that the annual report be accepted and filed with the minutes of this meeting. The first item of business to be acted on at this meeting is the election of directors for the coming year. The proxy statement named as the directors to be elected at this meeting, 5 directors, to hold office until the next Annual Meeting of Stockholders and until their successors shall have been duly elected and qualified. Will the Chairman of Board's nominating Corporate Governance Committee submit the names of the nominees of the Board of Directors for election as directors?

On behalf of the Board Nominating Corporate Governance Committee, I nominate the following persons to be elected as directors of the company to hold office until the next Annual Meeting of Stockholders and until their successors should be elected and shall qualify: Warren B. Kanders, Gianmaria C. Delzanno, Hamish Norton, William Quigley, Deborah DeCotis.

I second the motion.

I order that the nominations for election of directors be closed. We will now proceed with the next order of business, which is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors recommends that you vote for ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. We will now proceed with the next order of business, which is to approve and adopt the Cadre Holdings, Inc. Employee Stock Purchase Plan. The Board of Directors recommends that you vote for the approval and adoption of the Cadre Holdings, Inc. Employee Stock Purchase Plan. Will any stockholder who desires to vote for any of the matters to be voted upon at the meeting, please do so now by accessing the annual meeting web page and following the on-screen instructions. Please note that you must enter the control number found on your proxy card that you previously received. [Voting]

Polls are now closed for each of the following matters to be voted upon at the meeting: the election of directors, the ratification of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and the approval and adoption of the Cadre Holdings Employee Stock Purchase Plan. Will the Secretary report how many stockholders are present in person or by proxy?

There are now present the holders of 38,682,080 shares of common stock in person and by proxy out of a total of 40,659,585 shares of common stock issued and outstanding as of the record date. This constitutes more than a majority of the shares of the company's issued and outstanding common stock entitled to vote at this meeting, and there is, therefore, a quorum present.

I understand the Inspector of Election has tabulated the votes. Will the Inspector of Election please report the results?

A plurality of the votes cast at this meeting have voted for the election of each of the 5 nominees of the Board of Directors. And accordingly, Mr. Kanders, Delzanno, Norton, Quigley, and Ms. DeCotis have been duly elected as directors of the company to serve until the next Annual Meeting of Stockholders and until their successors shall be duly elected and qualified. The holders of shares of common stock of the company constituting a majority of the shares of common stock present in person or represented by proxy at this meeting with respect to such proposal and entitled to vote thereon voted to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2025, and accordingly, such motion was duly adopted. The holders of shares of common stock of the company constituting a majority of the shares of common stock present in person or represented by proxy at this meeting with respect to such proposal and entitled to vote thereon voted to approve and adopt the Cadre Holdings, Inc. Employee Stock Purchase Plan, and accordingly, such motion was duly adopted.

Thank you. That concludes the technical requirements of our meeting. Having concluded the formal business of the meeting, I will now entertain a motion to adjourn.

I move that the meeting be adjourned.

I second that motion.

All in favor, please say aye. Any objection? There being no objection, the meeting is adjourned. Thank you, ladies and gentlemen, for participating in the virtual annual meeting.

We will now proceed to the question-and-answer portion of this meeting. [Operator Instructions] Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of this meeting.

There are no questions, Blaine.

With no questions, I'd like to thank everyone for attending. Today's webcast has concluded. You may disconnect at this time.