Covista Inc. (CVSA) Earnings Call Transcript & Summary

Welcome to the Adtalem Global Education 2021 Meeting of Shareholders. Mr. Doug Beck will begin the meeting.

Welcome to the Adtalem Global Education 2021 Annual Meeting of Shareholders. My name is Doug Beck, and I'm the Senior Vice President, General Counsel and Corporate Secretary at Adtalem. If you have a technical difficulty accessing our annual meeting or asking questions during the annual meeting, the support line is available on the login page of the virtual shareholder meeting website at www.virtualshareholdermeeting.com/atge2021. It is now my pleasure to introduce to you Adtalem's Executive Chairman, Lisa Wardell.

Thank you, Doug. Again, welcome to the 2021 Adtalem Global Education Annual Meeting of Shareholders. 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 meeting 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 Steve Beard, Bill Bruke, Charles DeShazer, Mayur Gupta, Donna Hrinak, Georgette Kiser, Lyle Logan, Michael Malafronte, Ken Phelan and Sharon O'Keefe. I am also proud to be a director of our company. Also joining us today is PricewaterhouseCoopers representative, Bill Kelly. My final introduction is for the Broadridge Investor Communication Solutions representative, Andy Wilcox. He will serve as inspector of election. Doug Beck, secretary of the meeting has reported to me that the notice of meeting and proxy statement first mailed on October 8, 2021, to shareholders of record as of September 24, 2021. 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 80% of the shares of the common stock are represented virtually or by proxy and that a quorum is present. The inspector of election has signed the inspector's oath, which will be filed with the record 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 this 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. I now 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 11 directors to serve until the 2022 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, Doug Beck, will present the nominations of the Board of Directors to shareholders.

Madam Chairman, on behalf of the Board, I nominate Stephen W. Beard, William W. Bruke, Charles DeShazer, Mayur Gupta, Donna Hrinak, Georgette Kiser, Lyle Logan, Michael W. Malafronte, Sharon L. O'Keefe, Kenneth J. Phelan and Lisa W. Wardell to stand for election for the term ending in 2022 as provided in Adtalem's certificate of incorporation.

The second item of business is to ratify the audit and finance committee selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem for the current fiscal year ending June 30, 2022. The Board of Directors has unanimously recommended that Adtalem's shareholders ratify the selection of PricewaterhouseCoopers as the independent registered public accounting firm for Adtalem and its subsidiaries to audited financial statements of Adtalem and its subsidiaries for the fiscal year 2022. Mr. Beck will present the resolution to shareholders.

Madam Chairman, on behalf of the Board, I submit the following resolution resolved that the selection of PricewaterhouseCoopers as the independent registered public accounting firm for Adtalem and its subsidiaries to audit for financial statements of Adtalem and its subsidiaries for the fiscal year 2022 is hereby ratified.

The final item of business for this meeting is to conduct an advisory vote to approve the compensation of our named executive officers for fiscal year 2021 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. Beck 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 ask that any shareholder voting virtually, please do so now. [Voting]

I now declare that the polls are closed.

The inspector of elections has advised me of the following. The total shares voted were at least 40 million shares, representing at least 80% of the issued and outstanding shares as of the record date, confirming a quorum for the transaction of business. In the matter of the election of 11 directors to serve until the 2022 Annual Meeting of Shareholders, each nominee received at least 34.9 million votes, a majority of the shares represented on the record date. In the matter of the ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem for the current fiscal year, at least 93% of shareholders voted in favor. In the matter of the advisory vote on the executive compensation of Adtalem's named executive officers, at least 92% of the shareholders voted in favor. The exact results for each of the 3 items of business will be included in the inspector's report, which will be filed as part of the record of the meeting and also set forth in a Form 8-K filed with the Securities and Exchange Commission. I hereby declare that the nominees for Director, Stephen W. Beard, William W. Bruke, Charles DeShazer, Mayur Gupta, Donna J. Hrinak, Georgette Kiser, Lyle Logan, Michael W. Malafronte, Sharon L. O'Keefe, Kenneth J. Phelan and Lisa W. Wardell have been approved. That the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Adtalem has been duly ratified and that the shareholders of Adtalem have voted on an advisory basis to approve the executive compensation of Adtalem's named executive officers. Mr. Secretary, is there any other business to come before the meeting as allowed under the bylaws of the corporation?

No, madam Chairman.

That concludes the formal portion of the meeting. The meeting is now adjourned. If any shareholder has a question, we ask that you submit it now. Seeing no questions, I close this annual meeting, and thank you all for joining us.

This now concludes the meeting. Thank you for joining, and have a pleasant day.