CECO Environmental Corp. (CECO) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the CECO Environmental Corp.'s Annual Meeting of Stockholders. I will now turn the program over to Chairman and Director of the company, Jason DeZwirek. Jason, you may begin.

Thank you. Good morning, everyone. I hope you all are safe and healthy. The 2020 Annual Meeting of Stockholders of CECO Environmental is called to order. I am Jason DeZwirek, Chairman and a Director of the company. And I will be presiding at this meeting. Let me take this opportunity to welcome you all to our 2020 Annual Meeting, and you are participating in the meeting virtually. We are hosting our first virtual meeting due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and their families. As is our custom, we will answer questions at the end of the meeting. [Operator Instructions] No one attending the meeting is permitted to use any audio recording device. I would like to introduce you to the other directors and members of the management of the company who are with us today: Dennis Sadlowski, Chief Executive Officer and Director; Matthew Eckl, Chief Financial Officer; Paul Gohr, Chief Accounting Officer; Chasity Henry, General Counsel and Secretary; Eric Goldberg, Director; David Liner, Director; Claudio Mannarino, Director; Munish Nanda, Director; Jonathan Pollack, Assistant Secretary and Director; and Valerie Sachs, Director. I appoint Chasity Henry, who is the company's General Counsel and Secretary, to act as secretary of the meeting to record the proceedings of the meeting. The Board has appointed Matt Eckl, who, as I mentioned, is the company's Chief Financial Officer, as the inspector of election for this meeting to resolve any issues relating to the shares to be voted or the proxy cards, to count the votes and to certify the vote on each of the proposals. Matt has an affidavit of mailing and a list prepared by our transfer agent of all stockholders entitled to vote at this meeting and the number of shares held by each stockholder. This list will remain open for inspection by any stockholder during the entire meeting on the website used to access the meeting. All stockholders entitled to vote at this meeting have the ability to do so online. If you're a stockholder entitled to vote and have not yet voted, but if you want to change your previously cast vote, please do so via the website used to access this meeting. If you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters, we will close the polls and the inspector of election will provide his preliminary report. Okay. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. This meeting is being held pursuant to a notice made available to stockholders on April 24, 2020. I have the following information from Matt regarding the number of shares to be voted today. Represented at the meeting by proxy are at least 30,867,439 shares, which is 87.34% of the total number of shares outstanding and entitled to vote. Because holders of the majority of the shares entitled to vote at this meeting are present in person or by proxy, a quorum is present and it is in order to proceed with the business to be considered as set forth in the notice of the meeting and the proxy statement. The next order of business is a description of the matters to be voted on at today's meeting. The notice of this meeting and the proxy statement note 4 items of business to be voted upon. The first item is the election of directors. The following nominees are standing for reelection to the Board: Jason DeZwirek, Eric Goldberg, David Liner, Claudio Mannarino, Munish Nanda, Jonathan Pollack, Valerie Sachs and Dennis Sadlowski. The information regarding all the nominees is contained in the proxy statement. The Board recommends stockholders vote for each nominee. The second item is a vote to approve on an advisory basis the compensation paid to our named executive officers. The Board recommends stockholders vote for the approval of our named executive officer compensation. The third item is a vote to approve the CECO Environmental 2020 Employee Stock Purchase Plan. The Board recommends stockholders vote for approval of the CECO Environmental Corp. 2020 Employee Stock Purchase Plan. The fourth item is the ratification by the stockholders of the appointment of the independent registered public accounting firm for the company for the fiscal year ending December 31, 2020. As set forth in the proxy statement, the Board of Directors, based on the recommendation of the Audit Committee, has ratified the appointment of the firm of BDO USA, LLP as the company's independent registered public accounting firm for 2020. The Board recommends ratification by the stockholders of this appointment. The polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the website and following the instructions there. If you previously voted, you do not need to do anything, unless you wish to vote -- unless you wish to change your vote. [Voting]

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. Matt, as inspector of elections, do you have preliminary voting results on the 4 proposals?

Yes.

Do you need to deliver those results? The following are the preliminary results. I have been informed by the inspector of election that the preliminary vote report shows that Jason DeZwirek, Eric Goldberg, David Liner, Claudio Mannarino, Munish Nanda, Jonathan Pollack and Valerie Sachs and Dennis Sadlowski have been duly elected as directors of the company; that the company's named executive officer compensation has been approved on an advisory basis; that the CECO Environmental Corp. 2020 Employee Stock Purchase Plan has been approved; and that the appointment of BDO USA, LLP as the company's independent registered public accounting firm for 2020 has been duly ratified. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. The certificate and report of the inspector of election, which contains the vote totals, will be filed with the minutes of this meeting in the company's minute book. That concludes the formal business on the agenda. The Chair will now entertain a motion that this meeting be adjourned.

I move that the meeting be adjourned.

I second the motion.

All in favor say aye. [Voting]

All opposed say no. [Voting]

The meeting is hereby adjourned. We will now open the floor for questions. Are there no questions at today's meeting? Well, then thank you all very much for attending the CECO Annual Stockholder Meeting. Have a great day.

So ladies and gentlemen, at this time, this does connect -- this does conclude your call. You may now disconnect your lines.