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. [Operator Instructions] It is now my pleasure to turn today's meeting over to Herve Sedky, President and CEO of Emerald Holding, Inc. Mr. Sedky, the floor is yours.

Thank you, and good afternoon, ladies and gentlemen. I would like to welcome all of you to the 2021 Annual General Meeting of Stockholders of Emerald Holdings, Inc. I'm Herve Sedky, President and CEO of the company. Before we begin, I'd like to take a moment to acknowledge and thank the entire Emerald organization for their dedication in what has been an extraordinarily challenging year. Over the last 5 months, I've witnessed the incredible passion that the team has for our customers, our brands and the company and the energy that the team has brought in executing on our strategic initiatives. I firmly believe that the strong foundation we have built on the core pillars of customer centricity, 365-day customer engagements and portfolio optimization will help to spark and rejuvenate the business as we prepare for a robust return to live events. On behalf of the Emerald Board and management, we thank you for your continued commitments. I'd also like to introduce my fellow Board members who are attending today's meeting via webcast. Kosty Gilis, Chairman of the Board and Managing Director at Onex Partners, our controlling stockholder; Anthony Munk, Vice Chairman at Onex Partners; Michael Alicea; Todd Hyatt; Emmanuelle Skala; Lisa Klinger, Lynda Clarizio, David Levin; and last but not least, Jeff Naylor, who has served faithfully on the Emerald Board since August 2013 and will not be standing for reelection at this year's meeting. Jeff, on behalf of Emerald and the entire Board, we thank you for your service. You can read more about each of our Directors on our Investor websites at investor.emeraldx.com. Present with me here today from our company is Mitch Gendel, our General Counsel and Corporate Secretary. Mitch will act as the Secretary of the meeting, and each of our bios as well as those of the rest of the executive leadership team are also available on our Investor website. Each of you should be able to access the Annual Meeting agenda and the 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 this meeting.

Thank you, Herve, and good afternoon, Emerald stockholders. 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 that the company properly mailed its meeting notice and proxy statement beginning on April 1, 2021, to all stockholders of record as of March 23, and we have 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. Ms. Galicia has been appointed to act as Inspector of Election. The Inspector of Election has confirmed that at least the majority of the outstanding shares of common stock entitled to vote are represented at this meeting. I therefore declare that a quorum exists, and the 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 accordingly 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 by clicking on the Cast Your Vote button on the screen at any time during this meeting. The polls will close shortly immediately after the conclusion of the Q&A session. If you intend to vote or change your vote during the meeting, please do so now. As indicated in the annual meeting notice and proxy statement that you should have received, we are here today to consider 3 items of business. The first proposal to be voted upon is the election of 2 Class I Directors to serve until the Annual Meeting of Stockholders in 2024, and the election of 2 Preferred Stock Directors to serve until the Annual Meeting of Stockholders in 2022 or until their successors are duly elected and qualified. The nominees' biographies and qualifications are described in the proxy statement. Based upon the recommendation of the Board's Nominating and Corporate Governance Committee, the Board has unanimously nominated for election Anthony Munk and Herve Sedky as Class I Directors and Lynda Clarizio and David Levin as Preferred Stock Directors. 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 ending December 31, 2021. 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 as well. The third proposal to be voted upon is the approval of the amendment and restatement of the company's 2017 Omnibus Equity Plan. 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 Herve to conduct a Q&A session.

Thank you, Mitch. We'll now proceed with our Q&A session, and we'll pause to see if any questions have been submitted by our shareholders on the web today. No questions? Seeing that there are no questions, I will now pass the meeting over to Mitch for preliminary vote results.

Thanks, Herve. To confirm, 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 election of Directors, Anthony Munk received a vote of approximately 90% of the shares voted and has been elected a Class I Director. Herve Sedky received the vote of approximately 95% of the shares voted and has also been elected a Class i director. Lynda Clarizio received a vote of approximately 98% of the shares voted and has been elected a Preferred Stock Director, and David Levin received a vote of approximately 98% of the shares voted and has also been elected a Preferred Stock Director. The second proposal regarding the ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm received a vote to approve of approximately 97% of the shares voted and so is approved. The third proposal regarding the amendment and restatement of the 2017 Omnibus Equity Plan received a vote of approximately 91% of the shares voted and so was approved as well. The final voting results will be provided and disclosed in a subsequent Form 8-K to be filed later this week after the voting results are confirmed at the end of today. This concludes the formal portion of the meeting, and I will now turn it back over to Herve for closing remarks.

Thank you, Mitch. There being no further business, I declare the 2021 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's.

This concludes the meeting. You may now disconnect.