Cirrus Logic, Inc. (CRUS) Earnings Call Transcript & Summary

Welcome to the Cirrus Logic 2020 Annual Meeting. Our host for today's call is Scott Thomas, Cirrus Logic's General Counsel and Corporate Secretary. [Operator Instructions] I would now like to turn the call over to your host. Mr. Thomas, you may begin.

Good morning. I'm Scott Thomas, General Counsel and Corporate Secretary of Cirrus Logic, and it's my pleasure to welcome you to our 2020 Annual Meeting of Stockholders. It's approximately 11:00 a.m. Central Time and in accordance with the Notice of the Meeting, I call Cirrus Logic's Annual Meeting to order. We are conducting today's annual meeting entirely electronically, which will allow a broader group of stockholders to participate. With me today is Dr. Jason Rhode, Chief Executive Officer, who will act as the Chair of this meeting of the stockholders. Jason?

Thank you. Before we begin to move on to official business, I would like to introduce the company's other directors who are present on the call with us today: John Carter; Alex Davern; Tim Dehne; Deirdre Hanford; Cathy Lego; Al Schuele; and David Tupman. Also in attendance are John Forsyth, our President; Thurman Case, our Chief Financial Officer; Chelsea Heffernan, our Director of Investor Relations; Amy Garrett, our Financial Reporting Manager, who is also acting as our Inspector of Elections; Mike Blue and Melissa Allen Smith of Ernst & Young, the company's independent registered public accounting firm; and Paul Tobias of Vincent & Elkins, the company's outside Corporate Counsel. We will conduct our annual meeting pursuant to the posted agenda. If there are any questions submitted today about any of the proposals up for vote, we will address them prior to closing the polls. Also upon adjournment, I will make a few brief remarks. This agenda will allow us to complete our formal business and then move on to matters of general interest. To begin our formal meeting, I would ask Scott Thomas to present the Secretary's report on the mailing of the Notice of this Meeting and the presence of a quorum.

As stated in the Notice of Meeting and Proxy Statement, the purposes of this meeting are: first, to elect 8 nominees named in the proxy statement to serve as company directors for 1-year terms; second, to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021; third, to hold an advisory vote to approve executive compensation; fourth, to approve the first amendment to the company's 2018 Long Term Incentive Plan; and finally, to consider such other business as may properly come before this meeting. The Board fixed June 1, 2020, as the record date for determining stockholders entitled to vote. An affidavit is on file with the company, attesting to the fact that a Notice of Internet Availability of proxy materials was mailed to all stockholders of record on or around June 19, 2020. A complete list of the stockholders entitled to vote has been available and open to inspection by any stockholder for at least 10 days prior to this meeting at the company's headquarters. During this meeting, the list is also available by clicking the link labeled Registered Shareholder List in the footer section of the virtual meeting web page. A total of approximately 58.4 million shares of common stock were outstanding as of the record date and are entitled to vote at today's meeting. The holders of approximately 53.2 million shares of common stock are present today, either in person or by proxy. These shares represent approximately 91% of the voting power of the outstanding shares on the record date. As a result, a quorum is present.

On the basis of the Secretary's report, the meeting is convened. The minutes of last year's annual meeting are available for review by any stockholder. Copies can be obtained by calling or writing the office of the Corporate Secretary. The polls are now open for voting. The vast majority of our stockholders have already sent in their proxies, and they don't need to take any further action with respect to the matters to be voted on today, unless they wish to change their vote. For this reason, we will be able to report preliminary voting results momentarily when the polls close. For stockholders of record, you may now vote via the Internet by clicking the vote here button. For stockholders who own shares through a broker, you will have to vote your shares based on the instructions provided by your broker. The first item of business is the election of directors to hold office for the ensuing year and until their successors are elected and qualified. We will elect a Board of 8 members today.

The Board's nominees for Director for the ensuing year or until their successors are elected and qualified are John C. Carter; Alexander M. Davern; Timothy R. Dehne; Deirdre R. Hanford; Catherine P. Lego; Jason P. Rhode; Alan R. Scheule; and David J. Tupman. Biographies of these nominees were included in our proxy statement. The Board's slate of directors is now placed before the meeting.

Under our bylaws, the nominations are closed. The next item of business is the ratification of the Audit Committee's appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2021.

The Audit Committee of the company's Board of Directors has appointed Ernst & Young LLP as the company's independent registered public accounting firm for its 2021 fiscal year. This appointment is now submitted for stockholder ratification.

The next item of business is an advisory vote to approve executive compensation.

As described in our proxy statement, the company's Board of Directors recommends that our stockholders vote for the following resolution: resolved, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K including the compensation discussion and analysis, compensation tables and narrative discussion is hereby approved. This resolution is now submitted for stockholder approval.

The next item of business is to approve the first amendment to the 2018 long-term incentive plan. This amendment increases the number of shares of the common stock that the company may issue under the plan by 3.2 million shares.