CVD Equipment Corporation (CVV) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Shareholders of CVD Equipment Corporation. My name is Larry Waldman, and I'm the Chairman of the Board of Directors. It is now my pleasure to introduce Emmanuel Lakios, our President and Chief Executive Officer.

Good morning, and thank you, Larry, for that introduction. I am Emmanuel Lakios, President and Chief Executive Officer of CVD Equipment Corporation. Before the shareholder meeting begins, I would like to extend a warm welcome to you and express the thanks of the management for your virtual attendance today. Rich Catalano, Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the company, will act as Secretary of the meeting. I will now present proof of the due calling of this meeting.

I present the following. A copy of the printed notice of meeting dated June 21, 2024, stating the time, place and purpose hereof. I suggest that, unless specifically requested, we dispense with the reading of the notice. Please see the website, which contains a notice of the -- printed notice of the Meeting -- a copy, I should say, of the printed notice of meeting. B, a complete list of the holders of record of common stock of the company as of the close of business on June 17, 2024, the record date fixed by the Board of Directors for shareholders entitled to notice of and to vote at the meeting. This list, which will be kept open to the inspection of shareholders throughout the course of the meeting, shows that at the close of business on June 17, 2024, and there were 6,825,338 shares of common stock issued and outstanding. And see an affidavit of Amanda Ramnauth of Continental Stock Transfer Trust Company showing that on June 28, 2024, she caused to be mailed to each shareholder of record a copy of the notice of Internet availability of proxy materials.

The Secretary is directed to incorporate a copy of the notice of Internet availability of proxy materials, together with the affidavit of mailing of this notice in the minute book of the company as part of the minutes of this meeting. At this time, I would like to introduce the company's other directors in attendance: Larry Waldman, Andrew Africk, Robert M. Brill, Ashraf Lotfi and Debra Wasser. I have appointed Margaret Lloyd of Continental Stock and Transfer -- Continental Stock Transfer & Trust Company as the inspector of elections. The Secretary will please annex the inspector's affirmation to the minutes of this meeting. The inspector has entered upon her duties and has informed me that the holders of record of a majority of the outstanding shares of the company representing a quorum are present at the opening of this meeting. The notice of meeting sets forth 3 proposals for the shareholders to vote upon. Each of you who are shareholders of record as of June 17, 2024, have received a proxy. If anybody has not previously voted, you may vote online until the polling of this has closed. The virtual polls have not been opened since the beginning of the meeting. Any shareholder who has not yet voted or wants to change the vote may do so by clicking the voting button on the web portal and following the instructions. Shareholders who have sent in a proxy or already voted via the Internet and do not want to change their vote, do not need to take any further action. We will discuss each proposal that is due on to be voted. We will also advise you of the preliminary vote tabulations before the meeting adjourns. After the ballots have been counted and following the close of the voting polls, we will file a current report on Form 8-K disclosing the final vote tabulations. The first item of business before the meeting is the election of 6 directors who shall serve until the next Annual Meeting of Shareholders in 2025 when their successors are duly elected and qualified. In connection with this year's election on June 20, 2024, Raymond A. Nielsen, a member of the Board of Directors and Chairperson of our Compensation Committee, advised the Board that due to personal and business commitment, he will retire from the company's Board of Directors as of today's 2024 Annual Meeting and will not stand for reelection. The company wishes to express a sincere appreciation to Mr. Nielsen, for his leadership and many contributions he has made during his many years of service on the Board. Mr. Waldman will present the nomination of the management to the shareholders.

I nominate as directors, Lawrence J. Waldman, Emmanuel Lakios, Andrew Africk, Robert M. Brill, Ashraf Lotfi and Debra Wasser.

Will anyone second the nominations?

I second the nominations.

Will each of the shareholders kindly mark his or her ballot under item #1. The next item of business, before the meeting is to ratify the appointment of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Will anyone move that the appointment of Marcum LLP be ratified, confirmed and approved?

I move the appointment of Marcum LLP, be ratified, confirmed and approved.

Will anyone second the motion?

I second the motion.

Will each of the shareholders kindly mark his or her ballot on their item #2? The next item of business before the meeting is an advisory vote to approve the compensation of the company's named executive officers. This proposal is a nonbinding advisory vote. The company's executive compensation is discussed in the proxy statement that was sent to you in connection with this meeting. A motion to vote on the compensation of the company's named executive officers as described in the proxy statement is now in order. Will anyone move that the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC be approved?

I move that the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC be approved.

Will anyone second the motion?

I second the motion.

Will each of the shareholders kindly mark his or her ballot under Item #3? Now that everyone has had the opportunity to mark. I will declare the polls are hereby closed. At this time, I ask the Secretary to give the preliminary results of the balloting.

I will now present the report on voting for the formal proposals based on a preliminary examination provided by our Inspector of Elections. Based on that preliminary report, for proposal #1, each of the 6 nominees named in the proxy statement has been duly elected as a director. For Proposal #2, the appointment of Marcum LLP as our independent auditor for 2024 has been ratified. For proposal #3, the nonbinding advisory resolution supporting the compensation of the company's named executive officers has been approved.

This completes all of the formal business to come before the meeting at set for notice of meeting. Are there any motions -- are there any other motions to come before the meeting? If there are no further business before the meeting, I will entertain a motion to adjourn the meeting.

I move the meeting be adjourned.

Is there a second to the motion?

I second the motion.

All those in favor say, aye. [Voting]

All those say, no. The meeting is hereby declared adjourned.