Custom Truck One Source, Inc. (CTOS) Earnings Call Transcript & Summary

Good morning and welcome to the 2020 Annual Stockholders Meeting of Nesco Holdings, Inc. I'm Lee Jacobson, Chief Executive Officer of Nesco Holdings. Thank you for joining us today. This is the first time we are holding our meeting in a virtual format in light of the public health concerns related to the COVID-19 outbreak. First, I would like to review the process for our question-and-answer period, which will follow the business portion of this meeting. Only validated stockholders will be able to ask questions in the designated field on the web portal. Out of consideration for others, we would ask that you limit yourself to one question. If you are a stockholder and have a question, you may submit your question at any time during the meeting by typing your question into the Ask a Question field at the bottom of your screen then clicking Submit. Please submit your questions as early as possible so that they are in the queue when we are ready to start the Q&A session. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. It is now 9 a.m. Eastern Time, and this meeting is officially called to order. All of the nominees for election to serve another term as a member of our Board of Directors have joined us today as well as our other Directors. These individuals are: William Plummer, Doug Kimmelman, Rahman D'Argenio, Dyson Dryden, Mark Ein, Gerry Holthaus, Jeff Stoops, Jennifer Gray, Matt Himler and myself, Lee Jacobson. Representatives from our independent registered public accounting firm, Deloitte & Touche, and our inspector of election from Broadridge Financial Services (sic) [ Broadridge Financial Solutions ] are here today. They will be available during the question-and-answer session after the meeting to respond to appropriate questions. The meeting agenda is located on your screen, and the rules of conduct are located near the bottom of your screen. And these are available for download at any time during the meeting. The rules of conduct set forth the procedures we will follow during the meeting. We will conduct the business portion of our meeting first, then we will begin the question-and-answer session. Notice of this meeting was first mailed on May 1, 2020, and this meeting is being held in accordance with the company's bylaws. The polls have been open for voting since May 1, 2020, and will remain open online until we have concluded the official portion of this meeting. Stockholders who have already voted their proxies may choose to do nothing, and your shares will be voted as instructed. If you wish, stockholders of record or their beneficial owners may still revoke their proxy and vote online by clicking the Vote Here button at the bottom of your screen. Our inspector of election from Broadridge Financial Solutions has determined that there are present, either in person or by proxy, a requisite number of holders of shares outstanding as of the record date of April 17, 2020. They have determined the voting power of each and have determined that a voting quorum is present. They will also determine the validity of all proxies and ballots, tabulate and certify the votes and, if needed, will perform other duties required by law. Because shareholders holding up a majority of the shares eligible to vote are represented at this meeting, a quorum is present and the meeting is lawfully constituted and will proceed. At this meeting, we plan to take action on the election of 3 directors and 2 other management proposals, all of which is outlined in the agenda for this meeting and described in further detail in the company's proxy statement. The proxy statement lists the slate of 3 directors proposed by the company's Board of Directors. You can read a short biography of each director nominee as well as those of the other directors in the company's proxy statement. I hereby declare them duly nominated. As no other nominations have been properly submitted to the Corporate Secretary, I declare the nominations closed and formally place the Board nominees before this meeting for stockholder approval. [Voting]

Next, we will consider the 2 management proposals as outlined in the agenda and more fully described in the company's proxy statement. The second proposal is the ratification of the appointment of Deloitte & Touche as the company's auditors. The third proposal is an amendment to the Nesco Holdings 2019 Omnibus Incentive Plan to increase the number of shares reserved for issuance by 3 million. The increase will provide the company the continued ability to grant stock awards to help attract and retain employees and compensate members of the Board. I now formally submit these 2 management proposals for stockholder approval. As no other proposals have been submitted to the Corporate Secretary, we will now proceed with the election of directors and the votes on the 2 management proposals. If you are a registered voter or beneficial owner with a valid legal proxy and have not voted, or you wish to change a previously casted vote, please do so now by clicking the Vote Here button at the bottom of your screen. [Voting]

Before we adjourn the official business portion of this meeting, I would like to provide the preliminary voting results based on the tabulation of proxies by the inspector of election received prior to today's meeting. The inspector has certified that each of the nominees named in the company's proxy materials was elected and the 2 management proposals were approved. The proposal to ratify Deloitte & Touche as the company's auditors was approved with a majority in favor. And the proposal to amend the Nesco Holdings, Inc. 2019 Omnibus Incentive Plan to increase the number of shares reserved was approved with a majority in favor. The final tabulation of these votes will appear in a Form 8-K to be filed by the company with the SEC within 4 business days. This concludes the formal portion of our annual meeting of stockholders. I now declare that the polls are closed. Now we will address any questions you may have submitted. We can begin with questions that we received in advance of the meeting. We then will take stockholders' questions that are being entered today on the web portal. Please note we will attempt to answer as many questions as time allows but only questions that are germane to the meeting will be addressed.

At this time, we are showing no questions. Therefore, we will conclude the question-and-answer session of the meeting. On behalf of the Board of Directors in the company, we thank you for your attendance and wish you all a good day.