Climb Global Solutions, Inc. (CLMB) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the 2020 Annual Wayside Technology Stockholder Meeting. I will now turn things over to CEO, Dale Foster.

Good morning and welcome to the 2020 Annual Meeting of Stockholders of Wayside Technology Group. I'm Dale Foster, CEO of Wayside Technology Group, and a member of its Board of Directors. It is my pleasure to welcome you here today for this meeting and introduce Jeff Geygan, Chairman of the Board of Directors of the company. Jeff?

Yes. Good morning. Thank you, Dale, and welcome, everyone. Thank you for joining us today. We're excited to be hosting our virtual meeting, which allows us to support the health and well-being of our employees and stockholders during the coronavirus outbreak, allowing participation by a greater number of our stockholders. If you encounter any technical difficulties accessing or participating in the meeting, please refer to the support telephone numbers available on the meeting website. I will be acting as Chairman of this meeting. I'd like to introduce other members of the Board that are present by webcast. We have Diana Kurty, John McCarthy, Andy Bryant, Ross Crane and Mike Faith, all of whom are independent members of the Board; Carol DiBattiste, a nominee for election as a director, is also present. Jack Giegerich, a representative from BDO, our independent auditor, is with us today as well. Mike Vesey, Vice President and Chief Financial Officer of the company, will act as secretary of the meeting. Additionally, [ Peter Hedberg ] will act as independent inspector of elections. Peter has signed an oath to faithfully execute his duties as inspector. The inspector will review and tabulate the votes and proxies cast at this meeting. Upon joining the Annual Meeting electronically, an agenda should have become available on your screen. At the bottom of your screen, the conduct of meeting guidelines for Annual Meeting should be available. To conduct an orderly meeting, I'd ask the participants abide by these guidelines. Thanks for your cooperation. As is our custom, we will conduct the business portion of our meeting first, and at the close of the meeting, I'll be happy to answer any questions. [Operator Instructions] The Chair will now recognize the secretary of the meeting, Mr. Michael Vesey.

Mr. Chairman, stockholders as of May 12, 2020 record date for the Annual Meeting were sent the notice of annual meeting of stockholders and proxy statement on or about May 15, 2020. The notice of annual meeting stated the date and time, along with the web address for participating in today's virtual meeting. A copy of the notice of annual meeting of stockholders and proxy statement as well as an affidavit that copies were mailed or sent to all stockholders who are stockholders of record as of the close of business on May 12, 2020, shall be made a part of the record of this meeting. The list of the company's stockholders at the close of business on May 12, 2020, certified by American Stock Transfer & Trust Company, the company's transfer agent, is available for inspection by any stockholder who desires to do so by clicking on the registered shareholder link at the bottom of the website. It will be filed with the records of the company. Of the total of 4,351,473 shares of common stock of the company issued and outstanding at the close of business on the May 12, 2020, record date and entitled to vote at this meeting, I have been informed by the inspector that there are approximately 3,896,933 shares represented in person or by proxy present at this meeting, which constitutes at least a majority of the voting power of the common stock. Accordingly, a quorum is present.

Thank you. And the meeting is lawfully and properly convened. Our first order of business is the election of 7 nominees to the Board of Directors to serve until the next Annual Meeting and until their successors are elected and qualified. The Board of Directors pursuant to the recommendation of the Nomination and Corporate Governance Committee has nominated the following persons for election as directors: Diana Kurty, John McCarthy, Andy Bryant, Ross Crane, Dale Foster, Carol DiBattiste and Jeff Geygan. The Board recommends that you vote for each of these nominees. Our second order of business is the proposal to approve of an advisory vote to approve on a nonbinding advisory basis the compensation of the named executive officers as described in the company's proxy statement for the 2020 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the 2019 summary compensation table and other compensation-related tables and disclosures. The Board recommends that you vote for this proposal. Our third and final order business is a proposal to ratify the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board recommends that you vote for this proposal. At this time, I declare the polls to be open. [Operator Instructions] Stockholders who have sent in proxies or voted already and do not want to change their vote do not need to make any further -- take any further action. I'll now pause for a minute. [Voting]

The polls will be closing momentarily. If you have not yet submitted your votes, please do so now. All right. I hereby declare the polls closed. The inspector of elections will tabulate the votes. I'll pause for a moment. All right. Will the secretary please report the preliminary results of voting?

We have been informed by the inspector of election that the ballots have been counted and that each of the 7 nominees for election to the Board of Directors has been duly elected. The stockholders have approved the executive compensation of the company's named executive officers as described in the company's proxy statement. And the stockholders have approved the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Great. This completes the formal requirements of our meeting as set forth in our proxy statement. The final tabulation of votes will appear in a Form 8-K that the company will file with the Securities and Exchange Commission within the next 4 business days. There being no further business to come before the formal portion of the meeting, I hereby declare that the meeting be adjourned. On behalf of the entire Wayside Technology team and Board of Directors, let me express our sincere thanks to our stockholders for your continued support of our company. I would like to take a moment and share some observations about the company. Firstly, I'd like to thank Mike Faith, who is stepping down from the Board after 9 years of service for his valuable input and perspective. He has been a committed and dedicated director to the Board. Mike, on behalf of everyone here, we wish you the best of luck. Wayside achieved excellent results since our last meeting. We engaged a new CEO in Dale Foster, who's done an excellent job in the executive suite and is a Board member. We've made several additions to the Board, including Andy Bryant, Ross Crane and most recently, Carol DiBattiste, all of whom bring exceptional talents and skills, adding to those of Diana Kurty and John McCarthy, our other independent directors. We're fortunate to have such a talented and thoughtful group of people. This rounds out our Board at 7 directors, an ideal number for a company of our size and complexity. Just after the beginning of the year, we engaged an external Investor Relations firm, Gateway, to help us communicate our vision to the world. Gateway has assisted in preparing investor presentation, research conferences, earnings communications and investor outreach. They've been a terrific resource and asset. In early April, we completed the first strategic acquisition in the company's public history with the purchase of Interwork Technologies of Canada. We welcome all of our new associates from Interwork. We're very happy to have you join our team and look forward to a bright future together. Finally, in May, we rebranded our primary business, which is now called Climb Channel Solutions, which represents the evolution of our legacy Lifeboat brand. You can see this on our refreshed website and with our business marketing materials. These are just a few of the many exciting initiatives we've been working on, and I'm happy to report to you there's more to come. We're pleased by market participants' reaction to our ongoing stream of news and continued positive operating results. We believe this is now being reflected in our share price, which recently hit an all-time high of over $25 a share, a significant improvement from when we met at this time last year. We have a very clear vision of where we're going and great people at every level of the company who are committed to helping us achieve our lofty goals. To all of our committed and hard-working employees, a sincere thank you from me and every member of our Board of Directors. We are only able to achieve our aspirational goals because of you. Now I'd like to open the call for stockholder questions and comments that are being entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. I also note that Jack Giegerich from BDO, our independent auditors, will have the opportunity to make a statement if he desires to do so and to respond to appropriate questions. Mr. Secretary, will you please read the first question.

Yes. We'll leave the entry for questions open for a minute to see if we have any. There are no current questions in the queue.

Mr. Secretary, questions?

Yes. No, I think we'll close down the queue. There's no further questions at this time.

Great. Then with that, we've reached the end of our allotted time for this year's meeting. If we have not -- if you have questions, please send those to the company's corporate secretary, and I'll conclude by just thanking everyone for attending and for your continued interest in our company.

Thank you for joining. You may now disconnect.