Clearway Energy, Inc. (CWENA) Earnings Call Transcript & Summary

Good morning and welcome to Clearway Energy, Inc.'s 2020 Annual Meeting of Stockholders. It's 9 a.m. Eastern time, and it's time to call the meeting to order. I'm Jonathan Bram, Chairman of the Board of Directors of the company, and I want to thank you for investing in Clearway Energy and taking the time to join this Annual Meeting of Stockholders. Before we begin, let me express our hope that you and your families are healthy and well in these challenging times. With me on the line today are Christopher Sotos, President and Chief Executive Officer; and Kevin Malcarney, General Counsel and Corporate Secretary. I'm pleased to introduce the members of your Board of Directors who are also on the line. In addition to me, Clearway Energy's Directors are Nathaniel Anschuetz, Brian Ford, Bruce MacLennan, Ferrell McClean, Daniel More, Stanley O'Neal, Christopher Sotos and Scott Stanley. I'd also like to introduce Chris Xystros, Alex Lord and Rob Wilson from the company's independent registered public accounting firm, KPMG LLP. Members of the management team and representatives from KPMG will be available after the annual meeting to answer any specific questions that you may have. The annual meeting is being held in accordance with the notice mailed on or about March 17, 2020, to each stockholder of record at the close of business on March 4, 2020, as well as the additional proxy materials filed with the SEC on March 26, 2020. A list of stockholders entitled to vote at this annual meeting has been available electronically and at the company's offices at 300 Carnegie Center, Suite 300, Princeton, New Jersey for the past 10 days. This list is available to any stockholder desiring to examine it. All documents concerning calling and giving notice of this meeting will be placed on file in the office of the corporate secretary after the annual meeting is concluded. The Board of Directors has appointed Jeanne Carr of Mackenzie Partners to serve as the inspector of elections. Kevin Malcarney, Corporate Secretary, will serve as the alternate. Their oaths as inspector and alternate have been filed with the office of the corporate secretary. The inspector has informed me that 94.54% of the voting power of the outstanding shares of the company's common stock entitled to vote is present in person or by proxy at this annual meeting. Therefore, a quorum is present and we can proceed with the meeting. We'll follow the agenda which is found on the web portal and conduct the annual meeting in a business-like, fair and orderly manner. It's now time to proceed with the items of business properly before the annual meeting. I now declare the polls open at 9:04 a.m. Do I have a concurrence of the inspector of the election?

Yes.

Thank you. The first proposal is for the election of 9 directors. The 9 nominees for director were recommended by the Corporate Governance, Conflicts and Nominating Committee and approved by the Board of Directors. The individuals nominated to serve as directors are Nathaniel Anschuetz, Jonathan Bram, Brian Ford, Bruce MacLennan, Ferrell McClean, Daniel More, E. Stanley O'Neal, Christopher Sotos and Scott Stanley, each for a 1-year term expiring in 2020. The second proposal is to approve the amendment and restatement of Clearway Energy, Inc.'s restated certificate of incorporation as amended. The third proposal is to approve, on a nonbinding basis, the company's executive compensation. The fourth proposal is to ratify the appointment of KPMG as the company's independent registered public accounting firm for the 2020 fiscal year. Retention of KPMG LLP was approved by the Audit Committee of the Board of Directors. The company has not received any other proposals or nominations for director. The election of directors requires the vote of a plurality voting power of shares of the common stock outstanding present and in person or represented by proxy and entitled to vote on this matter. Approval of the amendment and restatement of Clearway, Inc.'s restated certificate of incorporation as amended requires the affirmative vote of 66 2/3% of the combined voting power of shares of our common stock outstanding and entitled to a vote to amend. Approval of the company's executive compensation requires affirmative vote of the holders of the majority in voting power of the shares of common stock outstanding present in person or represented by proxy and entitled to vote on this matter. Ratification of KPMG as the independent registered public accounting firm requires an affirmative vote of the holders of a majority in voting power of shares of common stock outstanding present in person or represented by proxy and entitled to vote on this matter. The Board of Directors recommends that stockholders vote for each of the listed nominees and for proposals 2, 3 and 4 in the proxy materials that you've received from the company. We will now take questions or comments on any of these proposals from stockholders. Please be sure that your questions or comments relate directly to the proposals. There will be time later in the meeting for questions and comments on other matters. If you have questions or comments on any of these proposals, please type your question into the designated field on the web portal. There being no questions, we'll now count the votes on the proposals. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed at 9:07 a.m. Do I have a concurrence of the inspector of election?

Yes.

The inspector of election will now tabulate the votes on these proposals and report the results to us when she is done. Prior to the question-and-answer session, I'll read the results from the report of the inspector of the election. The first proposal concerning the election of the 9 directors has received the requisite number of votes for passage. The second proposal, approving the amendment and restatement of Clearway Energy, Inc.'s restated certificate of incorporation as amended, has received the requisite number of votes for passage. The third proposal, approving the company's executive compensation, has received the requisite number of votes for passage. The fourth proposal, ratifying KPMG as the company's independent registered public accounting firm for the 2020 fiscal year, has received the requisite number of votes for passage. The proposals properly before today's meeting have been approved as proposed by the necessary stockholder votes. Please note that the report you just heard is not final and that the results of the final vote will be included in Form 8-K filed with the SEC. My colleagues and I at Clearway Energy want to take a few minutes to answer questions from stockholders and hear your comments. If you'd like to ask a question, please type your question into the designated field on the web portal. I don't believe there are any questions. Since there is no further business to be considered at this annual meeting, may I have a motion to conclude the meeting.

So moved.

Second.

All those in favor, please say aye. Those opposed, say no. [Voting]

The annual meeting is concluded. Thank you for your attendance.