DMC Global Inc. (BOOM) Earnings Call Transcript & Summary

Good morning. I'm David Aldous, Chairman of DMC Global Inc., and we'd like to welcome you to the 2020 Annual Stockholders Meeting, including those present in person and those listening in remotely. Thank you for your support of DMC, for practicing safety and social distancing and flexibility in these difficult times. Before I call the meeting to order, I would like to introduce our Board of Directors and nominees. They are Ms. Andrea Bertone, Mr. Yvon Cariou, Mr. Robert Cohen, Mr. Richard Graff, Mr. Kevin Longe and Mr. Peter Rose. We're also joined today by Mr. Mike Kuta, our Chief Financial Officer; Ms. Michelle Shepston, our Chief Legal Officer and Secretary; and Mr. Geoff High, our Vice President of Investor Relations. Mr. Scott Clarke, audit partner; and Mr. Brett Seger, Senior Manager of Ernst & Young, the company's independent accountants, are also in attendance today via teleconference. Also, Christine Abbey of Computershare, our inspector of elections, is also joining us today. The meeting will now come to order. We will proceed with the formal business of the meeting as set forth in the notice of the meeting and the proxy statement. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

I have at this meeting a complete list of the stockholders of record of the company as of March 26, 2020, the record date for this meeting. A duplicate record has been on file at the principal place of business of the company for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours. I also have an affidavit certifying that on or about April 8, 2020, the notice of this meeting was deposited in the United States Mail to all stockholders of record at the close of business on March 26, 2020.

Christine Abbey of Computershare will act as inspector of elections at this meeting. The inspector's function is to decide on the qualifications of voters, accept their votes and tally the ballots cast. Many stockholders have already submitted their proxies. Are there any additional proxies to be submitted to the inspector of elections at this time?

There are none.

Okay. Will the Secretary please report at this time with respect to the existence of a quorum?

I have been informed by the inspector of elections that proxies have been received for 13,924,160 of the 14,751,696 shares of common stock outstanding on the record date which represents approximately 94.39% of the total number of outstanding shares. This constitutes a quorum for the transaction of business.

I hereby declare this meeting duly constituted for the transaction of all business. We'll now proceed with the formal business of the meeting. There are 3 proposals to be considered by the stockholders at this meeting. The first order of business is the election of directors to serve until the 2021 Annual Meeting and until their successors are duly elected and qualified. The following individuals have been nominated as directors of the company: Mr. David Aldous, Ms. Andrea Bertone, Mr. Yvon Cariou, Mr. Robert Cohen, Mr. Richard Graff, Mr. Kevin Longe and Mr. Peter Rose. The company's bylaws require that a stockholder provide advanced notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Is there any discussion? [Voting]

The next item of business is the nonbinding advisory vote on the compensation of our executive officers. Is there any discussion? [Voting]

The next item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent accountants for the fiscal year ending December 31, 2020. Is there any discussion? [Voting]

Because no further business is scheduled to come before the stockholders, I declare the polls for each matter presented to be voted on at this meeting open at 8:35 today, May 20, 2020. The voting is by proxy and written ballot. Each share of common stock is entitled to 1 vote. It's not necessary to vote in person if you have previously sent in or have, at this meeting, submitted your signed proxy. Do any persons present, whether or not you have submitted proxies, now wish to vote in person? [Voting]

The time is now 8:36 on May 20, 2020, and the polls are now closed for voting.

May I have the results of the voting?

The results of the voting are as follows: the nominations to elect David Aldous, Andrea Bertone, Yvon Cariou, Robert Cohen, Richard Graff, Kevin Longe and Peter Rose as directors of the company have been approved; the advisory vote on the compensation of our executive officers has been approved; the appointment of Ernst & Young as an independent accountant of the company for the fiscal year ending December 31, 2020, has been ratified. A full tally of the votes will be published in a Form 8-K that the company will file with the Securities and Exchange Commission within 4 business days of today's meeting.

Is there any other business to come before this meeting?

Is there any opposition to adjournment? [Voting]

This meeting is now adjourned.

Thank you very much. Practice safety, social distancing and take care.

Thank you. Ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time, and have a great day.