Douglas Dynamics, Inc. (PLOW) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Douglas Dynamic 2020 Annual Meeting of Shareholders. [Operator Instructions] I would now like to hand the conference over to Bob McCormick, President and CEO of Douglas Dynamics.

Good afternoon. My name is Bob McCormick. I'm the President and Chief Executive Officer of Douglas Dynamics. It is my pleasure to welcome you to our 2020 Annual Meeting. We are delighted that you are with us today, either participating in person or via our teleconference. We are living in unprecedented times, and we thank you for your continued support of Douglas during these times. Because we are concerned, first and foremost, about the health and safety of our shareholders, employees, directors and others, we have asked only those members of our management team who are essential to running the governance portions of this annual meeting to be here with us in person. Our directors and other guests and members of our management team are joining us today by telephone. I now will turn the meeting to Jim Janik, our Executive Chairman, to call the meeting to order.

Good afternoon, and thank you, Bob. I am Jim Janik, the Executive Chairman of Douglas Dynamics, Inc. It is my pleasure to welcome you to our 2020 Annual Meeting. We're delighted that you are with us today and at this time, I call this annual meeting of the stockholders of Douglas Dynamics to order. Sarah Lauber, our Corporate Secretary, will serve as secretary for the meeting. I have also appointed Jon Sisulak, our Corporate Controller and Assistant Corporate Secretary as inspector of elections for this meeting. Ms. Lauber has advised me that the notice of this meeting was mailed on or about March 27, 2020, to each stockholder of record as of March 6, 2020. The purposes of this meeting are as follows: first, to elect 2 directors to the company's Board to hold office until 2023 Annual Meeting of Stockholders. Next, to conduct an advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. Next, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020. Next, to approve the company's amended and restated 2010 stock incentive plan and to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. As of the record date for this meeting, a total of 22,795,578 shares of Douglas Dynamics common stock were outstanding and eligible to vote. Ms. Lauber has advised me that at least 21.4 million of these shares are represented in person or by proxy at this meeting, constituting a quorum. Accordingly, I declare this meeting open for business. Before we consider the matters for the stockholders' action, there are several individuals I'd like to recognize. First, I'd like to introduce the other directors of the company participating via telephone today and thank them for their contributions they make to the company. First, Robert McCormick is our President and Chief Executive Officer; Margaret Dano is the retired Chairman of the Board of Superior Industries International, and a member of the Board of Directors of Neenah Paper, Inc.; Kenneth Krueger is Chairman of the Board of The Manitowoc Company, Inc; James Packard is the retired Chairman, President and Chief Executive Officer of Regal-Beloit Corporation; James Staley, a nominee for director at today's meeting is our Lead Independent Director and is a retired executive with Roadway Enterprise -- Express, Inc. and its successor company YRC Worldwide, Inc.; and Donald Sturdivant is an operating partner with Snow Phipps Group, LLC. I'd also like to introduce other members of the company's management team who are present at the meeting either in person or by telephone. Sarah Lauber is the company's Chief Financial Officer and Secretary; Jon Sisulak is the company's Controller and Assistant Secretary. And lastly, I'd like to introduce some guests who are present at the meeting by telephone. Joan Phillips, who is a partner of the accounting firm, Deloitte & Touche, the company's independent registered public accounting firm for fiscal years 2019 and 2020. And also Jay Rothman, who is a partner at the law firm of Foley & Lardner LLP, Corporate Counsel to our company. We'll now move to consider the matters for stockholder action at this meeting. If you have not previously submitted a proxy, please go to the registration table at this time to vote your shares. After all shareholders have voted, the polls will be closed. We will first consider the election of the two directors. The Board has nominated James Staley and myself, Jim Janik, to serve as directors for terms to expire at the 2023 Annual Meeting of Stockholders. The nominations are closed since no other nominations have been received in accordance with the company's bylaws, and based on the proxy votes, at least 17,600,000 shares voted for the election of James Staley and Jim Janik as directors, which in each case exceeds the vote required for election. Therefore, James Staley and Jim Janik have been elected as a director for a term to expire at the 2023 annual meeting of the stockholders. We will now consider the advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. Based on the proxy votes, at least 19.4 million shares voted for the advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, which exceeds the vote required for approval. Therefore, the advisory vote to approve the compensation of the company's named executive officers has been approved. We will now consider the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020. Based on the proxy votes, at least 21.4 million shares voted for ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2020, which exceeds the vote required for approval. Therefore, the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2020 has been ratified. We will now consider the approval of the company's amended and restated 2010 stock incentive plan. Based on the proxy votes, at least 19.1 million shares voted for the approval of the company's amended and restated 2010 stock incentive plan, which exceeds the vote required for approval. Therefore, the company's amended and restated 2010 stock incentive plan has been approved. The final voting results will be included in Form 8-K filing that the company will make with the Securities and Exchange Commission in the next several days. Now for our closing, thank you for participating in the business portion of the meeting, which I now declare adjourned. And I'll turn it back over to Bob McCormick to open the floor for those who are present for Q&A. Bob?

Thank you, Jim. There are no Q&A questions from the floor.

Thank you. Thanks, again, for your support and look forward to a great year. We are now adjourned.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.