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

Good day, and thank you for standing by. Welcome to the Douglas Dynamics 2021 Annual Meeting of Shareholders Conference Call. [Operator Instructions] I would like to hand the conference over to your speaker today, Bob McCormick, President and CEO. Please go ahead.

Good afternoon. My name is Bob McCormick, President and Chief Executive Officer of Douglas Dynamics. It is my pleasure to welcome you to our 2021 Annual Meeting. We are delighted that you are with us today, either participating in person or via our webcast. Although we are all seeing some light at the end of the tunnel, we are still living in unprecedented times, and we thank you for your continued support of Douglas Dynamics 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 portion 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 turn the meeting to Jim Janik, our Chairman of the Board, to call the meeting to order.

Good afternoon, and thank you, Bob. I am Jim Janik, the Chairman of the Board of Douglas Dynamics, Inc. and it's my pleasure to welcome you to our 2021 Annual Meeting. We are delighted that you are with us today. At this time, I call this Annual Meeting of the Stockholders of Douglas Dynamics, Inc. to order. Sarah Lauber, our Corporate Secretary, will serve as Secretary for this meeting. I have also appointed Jon Sisulak, our Corporate Controller and Assistant Corporate Secretary as inspector of elections for this meeting. We will first hold the official business portion of the meeting. Following the business meeting, we'll open the floor for questions and answers. Ms. Lauber has advised me that the notice of this meeting was mailed on or about March 26, 2021, to each stockholder of record as of March 5, 2021. The purpose of this meeting are as follows: number one, to elect 2 directors to the company's Board to hold office until 2024 Annual Meeting of Stockholders; number two, to conduct an advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement; and number three, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2021; and number four, to transact such other business as may be -- may properly come before the meeting or any adjournment or postponement thereof. As of the record date for this meeting, a total of 22,857,457 shares of Douglas Dynamics' common stock were outstanding and eligible to vote. Ms. Lauber has advised me that at least 21 million 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 stockholder 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. Robert McCormick, who's 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 Staley, a nominee for Director at today's meeting is our Lead Independent Director and is retired executive with Roadway Express, Inc. and its successor company YRC; Don Sturdivant is an operating partner with the Snow Phipps Group, LLC; Lisa Bacus is the retired Executive Vice President and Global Chief Marketing Officer at Cigna Corporation; and James Packard is the retired Chairman, President and Chief Executive Officer of Regal-Beloit. Mr. Packard is retiring from our Board after today's annual meeting after over 10 years of service to Douglas. And on behalf of Douglas, its directors, officers, employees and stakeholders, I want to thank Jim for all of his many contributions to our success. I'd also like to introduce other members of the company's management team that 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 is a partner of the accounting firm of Deloitte & Touche, the company's independent registered public accounting firm for fiscal years 2019 through 2021; Jay Rothman is a partner of the law firm of Foley & Lardner LLP, Corporate Counsel to the company. Voting. We will now move to consider the matters for stockholder action at this meeting. If you've not previously submitted a proxy, please go to the registration table at this time to vote your shares. After all stockholders have voted, the polls will be closed. We'll first consider the election of 2 directors. The Board has nominated Kenneth Krueger and Lisa Bacus to serve as directors for terms to expire at the 2024 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 vote, at least 19 million shares voted for the election of Ken Krueger and Lisa Bacus as directors, which in each case exceeds the vote required for election. Therefore, Ken Krueger and Lisa Bacus have each been elected as Director for a term to expire at the 2024 Annual Meeting of 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 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 executives 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 2021. Based on the proxy votes, at least 21 million shares voted for ratification of the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2021, which exceeds the vote required for approval. Therefore, the appointment of Deloitte & Touche as the company's independent registered public accounting firm for 2021 has been ratified. The final voting results will be included in the Form 8-K filing that the company will make with the Securities and Exchange Commission in the next several days. Thank you for participating in the business portion of the meeting, which I now declare adjourned. Jon? Thank you.

This concludes today's program, and you may all disconnect.