Covista Inc. (CVSA) Earnings Call Transcript & Summary

Welcome to the Adtalem Global Education 2020 Annual Meeting of Shareholders. My name is Chaka Patterson, and I am the Secretary and General Counsel of Adtalem. Before we begin, we must advise you that certain statements made during this meeting concerning Adtalem's future performance, including those statements concerning Adtalem's expectations or plans may constitute forward-looking statements subject to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Adtalem Global Education or its management believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Actual results may differ materially from those projected or implied by these forward-looking statements. Potential risks, uncertainties and other factors that could cause results to differ are described more fully in Item 1A, Risk Factors, in Adtalem's most recent annual report on Form 10-K for the year ending June 30, 2020, filed with the Securities and Exchange Commission on August 18, 2020, and the other sections of the annual report on Form 10-K listed under the caption Forward-Looking Statements. If you have technical difficulties accessing our annual meeting or asking questions during the annual meeting, a support line is available on the log in page of the virtual shareholder meeting website, www.virtualshareholdermeeting.com/atge2020. It is now my pleasure to introduce you to Adtalem's Chairman and CEO, Lisa Wardell.

Thank you, Chaka. Again, welcome to the 2020 Adtalem Global Education Annual Meeting of Shareholders. Due to the ongoing COVID-19 pandemic and for the safety of our shareholders and employees, we decided to hold our 2020 annual meeting virtually for the first time. We appreciate you joining us today. I will now call this meeting to order, and we will follow the rules of conduct and order of business of the meeting as listed in the program posted on the virtual website. Now I would like to introduce the Board of Directors. Each director is attending today's meeting virtually, and all of them are pictured on the meeting site. A career summary for each director is included in our proxy statement. Our directors are Bill Burke, Donna Hrinak, Georgette Kiser, Lyle Logan, Michael Malafronte, Ken Phelan, Sharon O'Keefe and James White. I am also proud to be a director of our company. Also joining us today is PricewaterhouseCoopers' representative, Bill Kelly. The final introduction is for the Broadridge Financial Solutions, Inc. representative, Michael [indiscernible]. He will serve as inspector of election. Chaka Patterson, secretary of meeting has reported to me that the notice of meeting and proxy statement were first mailed on October 15, 2020, to shareholders of record as of September 30, 2020. The list of shareholders entitled to vote at this meeting is posted on the website for our virtual meeting and will remain open for inspection during the meeting. The secretary has also advised me that over 92% of the shares of common stock are represented virtually or by proxy and that a quorum is present. A final report of the shares represented will be given later in the meeting. The inspector of elections has signed the inspector's oath, which will be filed with the records of the meeting. With the holders of record of a majority of the issued and outstanding common stock of Adtalem entitled to vote at this meeting being present virtually or by proxy, I hereby declare a quorum present for all purposes. The meeting is therefore declared lawfully and properly convened, and we may proceed to the transaction of the business for which the meeting has been called. On behalf of the Board, I would like to express my appreciation to all shareholders who returned their proxies. Those of you who wish to vote during the virtual meeting will be able to do so. It is now 8:35 a.m., and I declare the polls open. After voting has been completed on all matters on the agenda, ballots will be counted and the results will be announced. The first item of business for this meeting is to elect 9 directors to serve until the 2021 Annual Meeting of Shareholders. The Board of Directors has unanimously recommended that Adtalem's shareholders approve the election of each nominee for Director. The secretary, Chaka Patterson, will present the nominations of the Board of Directors to shareholders.

Madam, Chairman, on behalf of the Board, I nominate William W. Burke Donna J. Hrinak, Georgette Kiser, Lyle Logan, Michael W. Malafronte, Sharon L. O'Keefe, Kenneth J. Phelan, Lisa W. Wardell; and James D. White, to stand for election for the term ending 2021 as provided in Adtalem's certificate of incorporation.

I second the nominations.

So moved. A further purpose of this meeting is to ratify the audit and finance committee selection of PricewaterhouseCoopers LLP as independent registered public accounting firm Adtalem for the current fiscal year ending June 30, 2021. The Board of Directors have unanimously recommended that Adtalem's shareholders ratify the selection of PricewaterhouseCoopers as independent registered public accounting firm for Adtalem and its subsidiaries to audit the financial statements of Adtalem and its subsidiaries for the fiscal year 2021. Can I have a motion to ratify?

Madam Chairman, I so move.

And the second?

Madam Chairman, I second.

So moved. The next scheduled item of business for this meeting is to conduct an advisory vote to approve the compensation of our named executive officers for fiscal year 2020, as set forth in the proxy statement. The Board of Directors has unanimously recommended that Adtalem's shareholders approve the compensation of Adtalem's named executive Officers. Mr. Patterson will present the resolution to shareholders.

Madam Chairman, on behalf of the Board, I submit the following resolution resolved that the compensation paid to Adtalem's named executive officers, as disclosed pursuant to Item 402 of Regulation SK, including the compensation, discussion and analysis, compensation tables and narrative discussion is hereby approved.

I second the motion.