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

Good morning, and welcome to the 2021 Wayside Technology Group, Inc. Virtual Annual Meeting of Stockholders. I would now like to introduce Mr. Dale Foster, member of its Board of Directors and CEO, Wayside Technology Group, Inc.

Thank you. Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Wayside Technology Group. My name is Dale Foster, I'm the 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. Introduce Jeff Geygan, our Chairman and Board of -- Chairman of the Board of Directors of the company. Jeff?

Thank you, Dale, and a warm welcome to everyone. Thank you for joining us today. We're glad to be hosting a virtual meeting again, which has allowed us to support the health and wellbeing of our employees and stockholders throughout the coronavirus outbreak while also allowing participation by a greater number of stockholders. If you encounter any technical issues accessing or participating in the meeting, please refer to the support link on the annual meeting web page. I will be acting as Chairman of this meeting. I'd like to begin by introducing the other members of your Board of Directors who are present today by webcast. We have John McCarthy, Andy Bryant, Ross Crane, and Carol DiBattiste, all of whom are independent members of the Board; and Dale Foster, our CEO, who is also a member of the Board. Gerri Gold, a nominee for election as a Director this year, is also present. In addition, Jack Giegerich, a representative from BDO USA, LLP, our independent auditor, is present. Matt Sullivan, the Corporate Controller of our company, will act as Secretary of the meeting. Additionally, Peder Hagberg, will act as the Inspector of Election. Peder has signed an oath to faithfully execute his duties as inspector. As inspector, he will review and tabulate all votes and proxies cast at today's meeting. Upon joining the annual meeting electronically, an agenda should have appeared on your screen. Please note, at the bottom of your screen, are our meeting conduct guidelines. In order to conduct an orderly meeting, we ask that each of you abide by these guidelines. As is our custom, we will conduct the business portion of our meeting first, and at the close of the meeting, we will answer any questions from shareholders. If you have general questions of interest to all shareholders, you may type them in at any time prior to or during the Q&A session at the close of the meeting. As Chair, I would like to recognize the Secretary of the meeting, Matt Sullivan.

Mr. Chairman, stockholders as of the April 13, 2021, the record date for the Annual Meeting, were sent a notice of Annual Meeting of stockholders and proxy statement on or about April 16, 2021. 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 [Audio Gap] copies were mailed or sent to all stockholders who were stockholders of record as of the close of business on April 13, 2021, shall be made a part of the record of this meeting. The list of the company's stockholders at the close of business on April 13, 2021, certified by American Stock Transfer & Trust Transfer agent is available for inspection by any stockholder who desires to do so by clicking on the RSL link at the bottom of the website. It will be filed with the records of the company. Of a total of 4,410,035 shares of common stock of the company issued and outstanding at the close of business on the April 13, record date, and entitled to vote at this meeting, I have been informed by the inspector that there are approximately [ 99,053 ] 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, Matt. The meeting has been lawfully and properly convened. The 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 of the company: John McCarthy, Andy Bryant, Ross Crane, Carol DiBattiste, Gerri Gold, Dale Foster, and Jeff Geygan. The Board recommends a vote for each of these nominees. The second order of business is a proposal to approve an advisory resolution to approve on a nonbinding advisory basis, the compensation of the named executive officers of the corporation as described in the company's proxy statement for the 2021 annual meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the 2020 summary compensation table, and the other compensation-related tables and disclosures. The Board recommends a vote for this proposal. The third order of 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, 2021. The Board recommends a vote for this proposal. And the final order of business is a proposal to approve the Wayside Technology Group, Inc. 2021 Omnibus Incentive Plan as described in the company's proxy statement. The Board recommends a vote for this proposal. At this time, I declare the polls open. Any stockholders that are logged in and have not already voted or wish to change their vote may do so now by clicking on the voting button on your screen and following the instructions. Stockholders who have sent in proxies or voted already, and do not want to change their vote, need not take any action at this time. I'll pause for a moment to allow voting. The polls will be closing momentarily. If you have not yet submitted your vote, please do so now. [Voting]

I hereby declare the polls closed. The Inspector of Election will now tabulate the votes. 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 the nominees for election to the Board of Directors has been duly elected; the stockholders have approved the nonbinding advisory resolution to approve the executive compensation of the company's named executive officers, [Audio Gap] the company's proxy statement; the stockholders have approved the ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, and the stockholders have approved the adoption of the Wayside Technology Group, Inc. 2021 Omnibus Incentive Plan as described in the company's proxy statement.

Thank you, Matt. This completes the formal requirements of our meeting as set forth in the proxy statement. The final tabulation of votes will appear in a Form 8-K the company will file with the Securities and Exchange Commission within 4 business days. There being no further business to come before the formal portion of the meeting, I hereby declare the meeting be adjourned. On behalf of the entire Wayside Technology team and your Board of Directors, let me express our sincere thanks to all of our stockholders for your continued support of our company. I now invite stockholder questions. We'll attempt to answer as many questions as time allows but only those questions germane to today's meeting will be addressed. I'd also add that Jack Giegerich, from BDO USA, our independent auditor, will have an opportunity to make a statement if he desires and respond to appropriate questions.

Thanks, Jeff. At this time, we have no questions. We've reached the end of our Q&A period. If you have -- weren't able to ask a question, feel free to send those to our Corporate Secretary's office at the address listed in the proxy statement. Again, thank you for attending and for your continued interest in the company.

This now concludes the 2021 Wayside Technology Group, Inc. Virtual Annual Meeting of Stockholders. We thank you for attending, and you may now disconnect.