Dave & Buster's Entertainment, Inc. (PLAY) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Dave & Buster's Entertainment, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Steve King, Chairman of the Board of the Company. Mr. King, the floor is yours.

Thank you, Sydney. Good morning, ladies and gentlemen. Today's virtual-only meeting is a live audio webcast. In this time of the COVID-19 pandemic, we believe engaging our shareholders in this virtual manner is the best means for the safety of each of you, our shareholders, as well as our Board of Directors and company representatives. Thank you very much to all of you who are participating and listening via the virtual meeting online today. The meeting will please come to order. I want to welcome all of you to the Annual Meeting of the Shareholders of Dave & Buster's Entertainment, Inc. I am Steve King, Chairman of the Board of Directors of Dave & Buster's Entertainment, Inc., and I will be presiding at this meeting. Also present at this meeting today are the following other members of the Board of Directors: Hamish Dodds, Michael Griffith, Jonathan Halkyard, John Hockin, Patricia Mueller, Kevin Sheehan and Jennifer Storms. Brian Jenkins, who is also a member of the Board of Directors and Chief Executive of the company is also on. In addition, the following other executive officers of the company are present: Scott Bowman, Senior Vice President and Chief Financial Officer; Margo Manning, Senior Vice President and Chief Operating Officer; Kevin Bachus, Senior Vice President of Entertainment and Games Strategy; Brandy Coleman, Senior Vice President and Chief Marketing Officer; Rob Edmund, General Counsel, Secretary and Senior Vice President of Human Resources; JP Hurtado, Senior Vice President and Chief Information Officer; John Mulleady, Senior Vice President of Real Estate and Development. Mr. Edmund will act as Secretary of the meeting. A representative of Computershare, our transfer agent, has been appointed to act as Inspector of elections and is present. Rachel Storey, Jamie Brickman and Rayford High, representatives from KPMG LLP, the company's independent registered public accounting firm, are also present at the meeting. [Operator Instructions] If you are a shareholder, you should have registered as a shareholder on the website prior to the meeting to participate in the meeting. If you have registered as a guest, you will only be able to listen. [Operator Instructions] The agenda for the meeting is provided on the meeting web page or by clicking on the link to the left side of the web page. The rules of conduct for the annual meeting are also available by clicking on the link on the left side of the web page. To conduct an orderly meeting, we ask that participants abide by these rules. Finally, if you need a copy of the annual report or proxy statement, the links are also provided on the left side of the web page. As stated in the rules of conduct, shareholders will have the opportunity to ask questions at the appropriate time. Since the meeting is virtual, the process for addressing questions from shareholders is a bit different than for an in-person meeting. [Operator Instructions] We will be reviewing all questions as they are raised. If your question regards a business item on the agenda that is before us and is appropriate to be recognized and addressed, then pursuant to our meeting rules, we will read the question and answer it at the appropriate time. All dialogue will be conducted through the question-and-answer format for the meeting. As stated in the rules of conduct, we ask that you restrict your remarks to the business items on the agenda that are before us. Thank you for your cooperation with these rules. The Secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on April 24, 2020, are entitled to vote at the annual meeting. The secretary of the meeting has advised me that there are sufficient shares represented at the meeting, either in person or by proxy to constitute a quorum for the purpose of transacting business. Accordingly, this meeting is duly convened for the purpose of transacting such business as may be properly come before it. Proposal #1 is the election of Directors, the election of 9 Directors to serve until the Annual Meeting of Shareholders in 2021 or their successors are duly elected and qualified. The Board of Directors and management of the company recommend the election of the following persons as directors of the company. Hamish Dodds, Michael Griffith, Jonathan Halkyard, John Hockin, Brian Jenkins, Stephen King, Patricia Mueller, Kevin Sheehan, Jennifer Storms. The second proposal before the shareholders of the company is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the 2020 fiscal year. The appointment of KPMG LLP was recommended to the Board of Directors by the company's Audit Committee. The third proposal before the shareholders of the company is an advisory vote on executive compensation. The shareholders are asked to approve the compensation awarded to the company's named executive officers as disclosed in the proxy statement distributed to you including the compensation discussion and analysis, compensation table and narrative discussion. Please note that this resolution is nonbinding on the Board of Directors but will be reviewed by the Board of Directors as part of their continued evaluation of the company's compensation program. The fourth proposal before the shareholders of the company is a vote on the company's amended and restated 2014 omnibus incentive plan. The shareholders are asked to approve the amended, restated 2014 omnibus incentive plan as disclosed and more particularly described in the proxy statement distributed to you. The Board of Director recommends a vote for the approval. We will now review any questions that have been submitted that are related to the business on the agenda for today's meeting. Please allow us a few moments to review and respond to each question. Any question that is not related to today's agenda items will be reserved for the post meeting Q&A session.

Mr. Chairman, we will briefly pause to receive questions. And Mr. Chairman, there are no questions to be addressed at this time.

Okay. The polls are now open. If you've not voted or wish to change your vote, you may now do so by clicking on the link provided online. If you previously voted by proxy and do not wish to change your vote, you do not need to take any further action. We'll pause briefly for any votes to be tabulated. [Voting]

Okay. The online voting will now be closed. The next item on the agenda is the preliminary report of the Inspector. Any ballots collected before the polls closed but not reflected in the preliminary report will be reflected in the final report of the Inspector. I call upon the Secretary to present the preliminary report of the Inspector.

Mr. Chairman, we've been informed by the Inspector of election based on a preliminary review of the votes cast that each of the 9 Directors nominated by the Board for election received in excess of the majority of the votes cast for election of Directors; that in excess of the majority of shares present in person or represented by proxy and entitled to vote have been cast in favor of the ratification of appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020; that in excess of a majority of shares present in person or represented by proxy have voted for the approval of the company's executive compensation program; and that in excess of a majority of shares present, in person or represented by proxy, have voted for the approval of the company's amended and restated 2014 omnibus incentive plan.

Thank you, Mr. Edmund. Based on the preliminary report of the Inspector of elections, I declare that each of the 9 nominees for Director has been elected, that the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020 has been ratified, that the executive compensation program, as described in the proxy statement, has been approved and that the company's amended and restated 2014 omnibus incentive plan has been approved. Thank you for attending today's meeting. The official portion of the meeting is adjourned. We will now review any additional questions that have been submitted. Please allow us a few moments to review and respond to each question.

Mr. Chairman, we have no questions to be addressed at this time.

Okay. Thank you, Rob. Our program for the day has concluded. Thank you all for attending today's virtual meeting and for your continued support of the company.

This concludes the meeting. You may now disconnect.