Darling Ingredients Inc. (DAR) Earnings Call Transcript & Summary

Good morning, everyone. I'm Randy Stuewe, Chairman of the Board and Chief Executive Officer of Darling Ingredients, and I'm going to act as Chairman of this meeting, which I'd now like to call to order. On behalf of the management and our Board of Directors, I welcome you to the 2021 Annual Meeting of Stockholders for Darling Ingredients, which this year will be completed via this virtual call. I am pleased to be joined by my fellow directors in the room: Charles Adair, Beth Albright, Linda Goodspeed, Dirk Kloosterboer, Mary Korby, Gary Mize, Michael Rescoe, Nicole Ringenberg. John Sterling, our EVP, General Counsel and Corporate Secretary; Brad Phillips, our CFO; and Martijn van Steenpaal, our Treasurer, are also in attendance, along with Travis Schonberger on behalf of KPMG, our independent auditing firm; and Paul Ramirez, a representative of Broadridge Financial Solutions, who has been appointed as inspector of election at this meeting. So now let's start with a few housekeeping items. If you are a stockholder of record and you have not submitted a proxy card and wish to vote on these proposals or wish to revoke a proxy card you have previously signed, you may vote your shares at any time during this meeting by clicking on the vote here button on your screen. You will need the control number provided on the proxy card or notice of availability of proxy materials that you received in order to vote your shares online. Following the official items of business, we have reserved time to answer questions related to the proposals brought forth at the meeting. We will only address questions relating to these proposals. If you have general questions regarding Darling Ingredients or its business, please contact our Investor Relations department, and they will do their best to answer the questions. [Operator Instructions] Now let's turn our attention to today's business. I have an affidavit from our inspector of election that the mailing of our annual report, proxy statement and proxy card commenced on March 24, 2021, to our stockholders of record on March 15, 2021. In addition, the inspector of election has reported to me that a majority of the voting power of these shares is represented at this meeting by proxy. A quorum, therefore, is present, and I now declare this meeting as lawfully convened and open for official business. Mr. Sterling, were there any shareholder nominations or proposals for business for this meeting that were properly presented to the company in accordance with SEC rules, Delaware law or our bylaws?

Mr. Chairman, none were filed.

Thank you. I will now proceed with the matters to be voted on at this meeting. After describing each of the matters on the agenda will be voted on, I will call for a vote, after which I will announce the results. The first order of business, as described in the notice of this meeting and proxy statement is to elect as directors of the company, the 9 nominees named in the proxy statement to hold office until our next annual meeting of stockholders or until their successors are duly elected and qualified. The 9 nominees are: Charles Adair, Beth Albright, Linda Goodspeed, Dirk Kloosterboer, Mary Korby, Gary Mize, Michael Rescoe, Nicole Ringenberg and myself, Randall C. Stuewe. Nominations for each of the 9 individuals were made by the company's nominating committee and approved by the Board in accordance with the company's bylaws and charter the company's nominating committee. No other nominations have been properly presented. Accordingly, I declare the nominations closed. The second order of business, as described in the notice of this meeting and proxy statement is the ratification of the selection of KPMG, independent registered public accounting firm as the company's independent registered public accountant for the fiscal year ending January 1, 2022. Is there a motion for this ratification?

Mr. Chairman, my name is John Sterling. I'm a record holder of company shares, and I move that the appointment of KPMG be ratified.

Thank you. The third order of business, as described in the notice of the meeting and proxy statement is an advisory vote to approve the executive compensation of our named executive officers as disclosed in the proxy statement. Is there a motion regarding the advisory vote on executive compensation?

Mr. Chairman, my name is John Sterling. I'm a record holder of company shares, and I move for an advisory vote regarding the compensation of our named executive officers as disclosed in the proxy statement.

Thank you. There being no other items of business on the agenda for action at this meeting, we will now pause to allow stockholders to finish their voting. [Voting]

I now declare the polls officially closed. The votes have been tabulated, and the inspector will now read his report.

Mr. Chairman, I have tabulated the votes and have the following report. With respect to the proposal to elect as directors, the 9 nominees named in the proxy statement, each of the 9 nominees described in the proxy statement, namely: Charles Adair, Beth Albright, Linda Goodspeed, Dirk Kloosterboer, Mary Korby, Gary Mize, Michael Rescoe, Randall C. Stuewe and Nicole Ringenberg have each received a majority of the votes cast at this meeting with respect to that nominee's election. With respect to the proposal to ratify the selection of KPMG LLP, independent registered public accounting firm as the company's independent registered public accountant for fiscal year ending January 1, 2022. Such proposal received a vote of at least a majority of the outstanding shares entitled to vote that are present with respect to such stratification. With respect to the proposal to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. Such proposal received a vote of at least a majority of the outstanding shares entitled to vote that are present with respect to such approval. The full details of the vote are contained in my written report.

Thank you, Mr. Ramirez. In view of the report of the inspector, I hereby declare that Charles Adair, Dirk Kloosterboer, Gary Mize, Michael Rescoe, Beth Albright, Linda Goodspeed, Mary Korby, Nicole Ringenberg and myself are elected to the office of director, that the selection of KPMG as the company's independent registered public accountant for the fiscal year ending Jan 1, 2022, has been ratified by the stockholders and that the stockholders have approved, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement. The written report of the inspector may be examined by mainly stockholders, the report will be filed with the records of the minutes of this meeting. Now there being no other business items to come before the meeting. I declare this portion of the meeting concluded. And at this point, I'd be happy to take any questions regarding any of the proposals brought forth at the meeting. [Operator Instructions] There being no questions, I would like to conclude again by thanking everyone for participating in today's meeting, and thank you for your continued support of Darling Ingredients, and this meeting is now adjourned.