Compass Diversified (CODI) Earnings Call Transcript & Summary

Welcome to the Compass Diversified Holdings 2021 Annual Meeting of Shareholders. I would now like to introduce Mr. Sean Day.

Good afternoon, ladies and gentlemen. The meeting will now come to order. It is a pleasure to welcome you to this Annual Meeting of the Shareholders of Compass Diversified Holdings. I'm Sean Day, Chairman of the Board. Due to the recent pandemic, we have made the decision to move to a completely virtual shareholder annual meeting conducted via live audio webcast. This webcast incorporates shareholder validation capabilities, which means that any shareholder can vote in real time during the meeting until the polls are closed. And any shareholder may submit questions while the meeting is in progress. I now declare the polls open for voting. [Voting]

If you have already voted your proxy, please do not vote again unless you would like to change your vote. If you want to now, click on the Vote Here button at the bottom-right corner of your screen. The polls will remain open until the conclusion of the presentation of proposals. I hope you entered this meeting using your 16-digit control number. If you did not, you will be unable to vote your shares or submit questions during this meeting. After the meeting has been adjourned, the company's management and I will answer questions submitted on the website in the field provided for shareholders. We may not have enough time to answer all the questions submitted by shareholders during this meeting. So if you would like a direct response after this meeting, please provide your contact information along with your question. We ask that you restrict any questions to the subject matter of this meeting. I would like to take this opportunity to introduce the directors who are all in attendance at this meeting, to introduce the directors who are all in attendance at this meeting. They are Gene Ewing, Sally McCoy, Harold Edwards, Gordon Burns, Larry Enterline and James Bottiglieri. Also in attendance today are the offices of the company and members of the management team. They are Elias Sabo, CEO and a Director; Ryan Faulkingham, Chief Financial Officer; Pat Maciariello, Chief Operating Officer and a partner of Compass Group Management, LLC; Dave Swanson, a partner of Compass Group Management, LLC; and Carrie Ryan, Corporate Secretary. Gary Wozniak, the representative of Broadridge has been appointed to serve as the Inspector of Election for this meeting. The notice of meeting, together with the proxy statement were sent to all persons who are shareholders of record at the close of business on March 29 this year, and such shareholders of record are entitled to vote at this meeting. I have been informed by the inspector of election that a majority of the outstanding shares of the company are present in person or represented by proxy at this meeting. Therefore, we have a quorum, and the meeting is duly convened. Since no shareholder nominations or proposals were properly filed with the company's secretary in advance of this meeting, the business of this meeting is limited to the proposals described in the company's proxy statement. I will now present the proposals described in that proxy statement. Proposal #1 is the election of 3 Class 3 directors of the company. The 3 members who are elected today and the remaining 5 directors whose terms continue after this meeting will be the directors of the company. C. Sean Day, Larry L. Enterline and D. Eugene Ewing have been nominated for election as Class 3 directors, each to serve for a 3-year term or until his successor has been elected and qualified. All nominees are presently directors of the company. Our Board recommends that you vote for all director nominees listed, Mr. Day, Enterline and Ewing to be elected to our Board as Class 3 directors for a 3-year term ending at our 2024 Annual Meeting of Shareholders. Proposal #2, to approve on a nonbinding and advisory basis the resolution of proving the compensation of our named executive officer as disclosed in the proxy statement. Our Board recommends that you vote on a nonbinding and advisory basis for the resolution approving the compensation of our named executive officer as disclosed in the proxy statement. Proposal #3, to ratify the appointment of Grant Thornton LLP to serve as the independent auditor for the company and the trust for the fiscal year ending December 31, 2021, as recommended by our Audit Committee. Our Board recommends that you vote based on the recommendation of the Audit Committee for the ratification of the appointment of Grant Thornton LLP to serve as independent auditor for the company and the trust for the fiscal year ending December 31, 2021. Because each of these items was listed in the notice for the meeting, I will not ask for a motion or a second to approve any of these items. As all proposals have now been presented, and all shareholders have been given an opportunity to vote, I now declare the polls closed and ask the inspector to read off the preliminary results of the voting.

I have received the preliminary tabulation report and based on that report, I declare as follows: Mr. Day received 96.9% of the shares of the company voted for election as a Class 3 director; Mr. Enterline received 92.7% of the shares of the company voted for election as a Class 3 director; and Mr. Ewing received 96.3% of the shares of the company voted for election as a Class 3 Director. No other candidates for election as a Class 3 director received any votes. At least 83.5% of the shares of the company voted in favor of Proposal #2, the approval on an advisory basis of the compensation of the company's named executive officer. At least 99.1% of the shares of the company voted in favor of Proposal #3, the ratification of the appointment of Grant Thornton LLP as the company's independent auditors for the fiscal year ending December 31, 2021.

Thank you. I am pleased to announce now that Mr. Day, Enterline and Ewing have been duly elected as Class 3 directors, each to serve a 3-year term or until his successor has been elected and qualified. Since the number of votes in favor of approval of Proposal #2 represents more than a majority of the shares of the company represented by proxy, I'm also pleased to announce the Proposal #2, the advisory vote and the compensation of our named executive officer has been approved. Since the number of votes in favor of proposal -- favor approval of Proposal #3 represents more than a majority of the shares of the company represented by proxy. I am pleased to announce that the ratification of the appointment of Grant Thornton LLP as the company's independent auditors for the fiscal year ending December 31, 2021 has been approved. The final voting results of today's meeting will be reported on a Form 8-K filed within 4 business days of this meeting. This concludes the formal matters to be acted upon at this annual meeting. Are there any questions or comments concerning the formal part of the meeting?

The are no formal questions or comments.

Since there is no further business to come before this meeting, it would be in order to adjourn the meeting. Is there a motion to do so?

I move that we adjourn the meeting.

Is there a second to this motion? We don't have a second?

I second the motion.

I second the motion.

Thank you. It has been moved and seconded that the meeting adjourned. All in favor, say aye.

Aye.

All opposed say may. The motion is carried. The meeting is adjourned. Thank you very much.

Thank you. The Annual General Meeting for Compass Diversified Holdings has now come to an end. Thank you for attending. You may now disconnect.