Emerald Holding, Inc. (EEX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Emerald Holding, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Brian Field, Interim President and CEO. Mr. Field, the floor is yours.

Thank you, and good morning, ladies and gentlemen. I would like to welcome all of you to the 2020 Annual General Meeting of Stockholders of Emerald Holding, Inc. I am Brian Field, Interim President and CEO of the company. We are again pleased to be conducting our annual meeting virtually via the Internet. We've adopted this format to provide ease of access and to facilitate participation by our stockholders from any location around the world as well as to provide cost savings for our stockholders and the company. I would like to take a moment to introduce our Board of Directors who are attending today's meeting via webcast. Kosty Gilis, Chairman of the Board and Managing Director at Onex Partners, our largest stockholder; Anthony Munk, our newly appointed Director and a Senior Managing Director at Onex Partners; Michael Alicea; Todd Hyatt; Jeff Naylor; Emmanuelle Skala; and Lisa Klinger. You can read more about each of our directors on our investor website at investor.emeraldx.com. I would also like to take a moment to express our profound sadness at the passing of Sally Shankland on April 20, 2020. Sally was a valued mentor and distinguished member of the Emerald Board of Directors. She was also a Class III Director standing for reelection at this year's Annual Meeting of Stockholders. As a result of the unexpected timing of Sally's passing, the Board has not designated a substitute nominee for Sally. Present with me here today from the company is Mitchell Gendel, our General Counsel and Secretary. Mitch will act as the secretary of the meeting and each of our bios as well as those of the rest of our executive leadership team are also available on our investor website. Each of you should be able to access the annual meeting agenda and a list of rules of conduct for the meeting through our virtual meeting web portal. We ask that you please abide by these rules so that we may conduct an orderly meeting. I will now turn the meeting over to Mitch, who will conduct the formal portion of today's proceedings. Mitch?

Thanks, Brian, and good morning, Emerald Holding, Inc. stockholders and Board members. Our first order of business is to determine whether the shares represented at this meeting are sufficient to constitute a quorum. I have been advised the company properly mailed its meeting notice and proxy statement beginning on April 3, 2020, to all stockholders of record as of March 24, and we received an affidavit of mailing to that effect from our proxy distribution agent. In addition, we are joined by Ms. Consuelo Galicia, a representative of the company's transfer agent, Computershare, who has been appointed to act as inspector of election. The inspector of election has advised me that a majority of Emerald's outstanding shares of common stock entitled to vote are, in fact, represented at this meeting. I therefore declare that a quorum exists and that the polls -- the voting polls are open. Please note that if you've already sent in your proxy card or voted by Internet or telephone, your shares have been voted, and you do not need to do anything further. If you have not yet voted or would like to change your vote, you may do so by voting your shares online and by clicking the Cast Your Vote button on the screen at any time during this meeting until the polls are closed. The polls will close shortly, immediately after the conclusion of the Q&A session. If you do intend to vote or change your vote, please do so now. As indicated in the annual meeting notice and proxy statement that all shareholders received, we are here today to consider 2 items of business. The first proposal to be voted upon is the election of 2 Class III Directors to serve until the Annual Meeting of Stockholders in 2023 -- 2022, excuse me, or until their successor -- 2023 or until their successors are duly elected and qualified. The nominees' biographies and qualifications are described in the proxy statement. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated for election the following persons as Class III Directors of the company: Michael Alicea and Emmanuelle Skala. The Board unanimously recommends a vote for each of these nominees. The second proposal to be voted on is the ratification of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for the company for the fiscal year ended December 31, 2020. Ryan Smith, a representative from PricewaterhouseCoopers, is attending today's meeting and is available to answer questions. Information about this proposal is included in the proxy statement. The Board unanimously recommends a vote for this proposal. I will now turn the meeting back over to Brian to conduct the Q&A session.

Thank you, Mitch. We will now proceed with our Q&A session. We will pause to see if any questions have been submitted by our stockholders on the web today.

At this time, we would like to take any questions you might have for us today. To ask a question, click on the Message icon to submit your question or comment.

Being that there are no questions, I will now pass the meeting over to Mitch for the preliminary vote results.

Thanks, Brian. The polls are now closed, and we have been informed by the inspector of election that the preliminary votes have been counted. On the first proposal regarding the Class III Directors, Michael Alicea received a vote of approximately 95% of the shares voted and has been elected a Class III Director. Emmanuelle Skala also received a vote of approximately 95% of the shares voted and has also been elected a Class III Director. The second proposal regarding the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm received a vote of approximately 99% of the shares voted and so was approved. The final voting results will be provided in a subsequent Form 8-K to be filed with the SEC within 4 business days after the final voting results are known. That concludes the formal portion of the meeting, and I will now turn the meeting back over to Brian for closing remarks.

Thank you, Mitch. There being no further business, I declare the 2020 Annual Meeting of Stockholders of Emerald officially adjourned. On behalf of the Board and management, I would like to express my appreciation to the stockholders who attended the meeting as well as those who submitted their proxies in advance. Thank you, and we appreciate your continued support of Emerald.