ConnectOne Bancorp, Inc. (CNOB) Earnings Call Transcript & Summary

Well, thank you. And I am Frank Sorrentino, Chairman of the Board of ConnectOne Bancorp, Inc. And on behalf of the management and the Board of Directors of the company, I welcome all of you to this online annual meeting of the shareholders of the company. The purpose of this annual meeting is to elect the members to the Board of Directors; to vote on an advisory basis to approve the executive compensation of ConnectOne Bancorp, Inc.'s named executive officers as described in the proxy statement; to authorize an amendment to the Restated Certificate of Incorporation of the company to implement a majority voting standard for certain corporate actions; to authorize the adoption of the company's Amended and Restated Certificate of Incorporation, so as to delete inapplicable legacy provisions; and to ratify the appointment of Crowe Horwath LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2020, all as described in more detail in the proxy statement for this annual meeting. We will undertake the formal business of this annual meeting first and then have time for any questions later in the meeting. On or about April 21, 2020, a formal notice of this meeting, a proxy statement and form of proxy were sent to all shareholders of record as of the record date, March 27, 2020. In the interest of efficiently conducting this meeting, we will dispense with the reading of the notice of this meeting and the affidavit of mailing of the proxy statement. The secretary will file the notice of this meeting, proxy and form of proxy and the affidavit of mailing with the minutes of this meeting. I hereby appoint Laura Criscione as secretary; and Thomas Ferrari of American Election Services, LLC as judge of the election for this meeting. I would now ask the judge of election to please report on the presence of a quorum.

The company has 39,665,920 shares of common stock issued and outstanding and entitled to vote. And at least 35,485,801 shares of common stock are present in person and by proxy, thus constituting a quorum.

Since the holders of a majority of the voting power of the company shares are present in person or by proxy at this meeting, there is a quorum present. And the meeting is organized and ready to transact business. The polls are now open for voting for any shareholder who has not previously voted online, by telephone, or by returning a proxy card, or for any shareholder who wishes to change their previously cast vote. I would ask that you please vote now as we will close the polls after reading the order of business. [Voting]

The first order of business to be conducted at this meeting is voting on management's nominees to the Board of Directors as set forth in the proxy statement. The second order of business to be conducted at this meeting is voting on an advisory basis to approve the executive compensation of ConnectOne Bancorp Inc.'s named executive officers as described in the proxy statement. The third order of business is to authorize an amendment to the Restated Certificate of Incorporation of the company to implement a majority voting standard for certain corporate actions as described in the proxy statement. The fourth quarter of business is the adoption of the company's Amended and Restated Certificate of Incorporation as described in the proxy statement. And the final order of business to be conducted at this meeting is voting to ratify the appointment of Crowe as -- Crowe LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2020. I now declare that the polls are closed for voting at this time, and I ask that the judge of election to tabulate the results.

At this time, I'd now like to address any questions that we've received from our shareholders. We received a couple of questions. One relates to M&A activity at the company relative to various parts of the company that we need to either upgrade or deal with in technology. As all shareholders know, in the last 18 months, the company has completed 3 M&A activities: an acquisition of the Greater Hudson Bancorp, an acquisition of Bancorp of New Jersey just recently in January and the acquisition of BoeFly in June of 2019. 2 of those were banks. The other was a technology play, it was a fintech player. And so we continuously look at merger and -- merger and acquisitions as ways to diversify and strengthen the company over time. Second question has to do with should we consider buybacks or dividends during this pandemic. As everyone knows, we have cut back our buyback program and dividends will be evaluated on a quarter-by-quarter basis depending on the strength of the company and its earnings potential. Another question related to the types of loans that the company thinks about where we can make the best return. The company has always prided itself in having a diversified loan portfolio, and we're constantly looking at where we get the best rate of return relative to the risk that we take on in our company. I believe that's all the questions. So at this time, I'd like to request that the judge report on the balloting for the proposals put forth at the meeting.

Based on the tabulation of the votes, management's proposals have been adopted.

Well, thank you. I declare that the proposals to elect management's nominees to the Board of Directors; to approve the executive compensation of ConnectOne Bancorp, Inc.'s named executive officers as described in the proxy statement; to authorize the amendment to the Restated Certificate of Incorporation to the company to implement a majority voting standard for certain corporate actions; to adopt the company's Amended and Restated Certificate of Incorporation; and to ratify the appointment of Crowe LLP as the company's independent registered public accountants for the fiscal year ending December 31, 2020, have all been adopted. Ladies and gentlemen, thank you all for participating in our 2020 annual meeting, and we hope to see you all again next year. Thank you.