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

Thank you for standing by, and welcome to the Douglas Dynamics Annual Shareholder Meeting. [Operator Instructions] Please be advised that this conference is being recorded. [Operator Instructions] Now it's my pleasure to hand the conference over to Bob McCormick. The floor is yours.

Good afternoon. My name is Bob McCormick. I'm President and Chief Executive Officer of Douglas Dynamics. It is my pleasure to welcome you to our 2022 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 during these times. Because we are concerned, first and foremost, about the health and safety of our stockholders, employees, directors and others, we have asked that only those members of our management team who are essential to running the governance portions of the annual meeting be here in person with us. I now turn the meeting to Jim Janik, our Chairman, to call the meeting to order.

Good afternoon, and thank you, Bob. I'm Jim Janik, the Chairman of Douglas Dynamics, and it's my pleasure to welcome you to our 2022 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, Inc. to order. Sarah Lauber, our Corporate Secretary, will serve as Secretary for this meeting. I have also appointed Jon Sisulak, our Vice President, Controller and Treasurer, as Inspector of Elections for this meeting. We will first hold the official business portion of the meeting. Following that business meeting, we will open the floor for questions and answers. Ms. Lauber has advised me that the notice of this meeting was mailed on or about March 25, 2022, to each stockholder of record as of March 4, 2022. The purposes of this meeting are as follows: number one, to elect 3 directors of the company's Board to hold office until the 2025 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; number three, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022; and fourth, 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 22,983,902 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 today and thank them for their contributions they make to the company. 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. Ken Krueger is Chairman of the Board of The Manitowoc Company. James Staley is our lead independent director and retired executive with Roadway Express and its successor company YRC Worldwide. Don Sturdivant is an operating partner with TruArc LLC. And Lisa Bacus is a retired Executive Vice President and Global Chief Marketing Officer at Cigna Corporation. I'd also like to introduce other members of the company's management team who are present at this meeting. Sarah Lauber is the company's Chief Financial Officer and Secretary. Keith Hagelin is the company's President, Work Truck Attachments. Jon Sisulak is the company's Vice President, Controller and Treasurer. Linda Evans is the company's Vice President of Human Resources. And Todd Fierro is the company's President of Henderson. Lastly, I'd like to introduce some guests who are present at the meeting. Joan Phillips is a partner of accounting firm, Deloitte & Touche, LLP, the company's independent registered public accounting firm for the fiscal years 2019 through 2022. Jay Rothman is a partner of the law firm Foley & Lardner, corporate counsel to the company. And Bryan Schultz is the partner in the law firm of Foley & Lardner, corporate counsel to the company. Now on the topic of voting. We will 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 the 3 directors. The Board has nominated Margaret Dano, Donald Sturdivant and Bob McCormick to serve as directors for terms to expire at the 2025 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 18.8 million shares voted for the election of Margaret Dano, Donald Sturdivant and Bob McCormick as directors, which in each case exceeds the vote required for election. Therefore, Margaret Dano, Donald Sturdivant and Bob McCormick have each been elected for a director for the term to expire in 2025 at the Annual Meeting of Stockholders. We'll 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. This 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 2022. Based on the proxy votes, at least 21 million shares voted for the ratification of the appointment of Deloitte & Touche LLP as the company's registered public accounting firm for 2022, which exceeds the vote required for approval. Therefore, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2022 has been ratified. The final voting results will be included in the Form 8-K filing that the company we'll 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. Thank you.

And this concludes the meeting. You may now disconnect.