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 the Emerald Holding, Inc. Mr. Sedky, the floor is yours.

Thank you, Michelle. And good afternoon, ladies and gentlemen. I would like to welcome you all to the 2022 Annual General Meeting of Stockholders of Emerald Holding, Inc. I'm Herve Sedky, President and CEO of the company, and we are again pleased to be conducting our annual meeting virtually via the Internet. Before we begin, I'd like to take a moment 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; and David Levin. You can read more about each of our directors on our investor website at investor.emeraldx.com. Present with me here today from the company is Stacey Sayetta, our General Counsel and Corporate Secretary. Stacey will act as the Secretary of the meeting. 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 contact 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 Stacey, who will conduct the formal portion of this meeting.

Thank you, Herve, and good afternoon to Emerald stockholders. Our first order of business is to determine whether the shares represented at the meeting are sufficient to constitute a quorum. I have been advised that the company properly mailed its meeting notice and proxy statement commencing on April 8, 2022, to all stockholders of record as of March 29, 2022, 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, who has been appointed to act as Inspector of Elections. The Inspector of Elections has advised me that at least a majority of the outstanding shares of common stock entitled to vote are represented at this meeting. I hereby declare that a quorum exists, the meeting is properly constituted for the transaction of business and that 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 voting -- 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 vote button on the screen at any time during the meeting until the polls are closed. The polls will close shortly immediately after 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 all stockholders received, we are here today to consider 2 items of business. The first proposal to be voted upon is the election of 3 Class II directors to serve until the Annual Meeting of Stockholders in 2025 or until their successors are duly elected and qualified, and the election of 2 preferred directors to serve until the Annual Meeting of Stockholders in 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, Kosty Gilis, Todd Hyatt, Lisa Klinger as Class II directors of the company; and Lynda Clarizio and David Levin as preferred stock directors of the company. The Board unanimously recommends a vote for each of the nominees. The second proposal to be voted on is the ratification of PricewaterhouseCoopers LLP to serve as independent registered public accounting firm for the company for the fiscal year ending December 31, 2022. The Mr. Joe Strain, a representative from PricewaterhouseCoopers is attending today's meeting and is available to answer questions. Information about this proposal is also included in the proxy statement. The Board unanimously recommends a vote for this proposal. At this point, I will now turn the meeting over to Herve to conduct the Q&A session.

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

The polls are now closed, and we have been informed by the inspector of elections that the preliminary votes have been counted. On the first proposal regarding the election of directors, Kosty Gilis received a vote of approximately 91% of the shares voted and has been elected a Class II director. Todd Hyatt received a vote of approximately 94% of the shares voted and has been elected a Class II Director. Lisa Klinger received a vote of approximately 94% of the shares voted and has been elected a Class II director. Lynda Clarizio received a vote of approximately 99% of the shares voted and has been elected a preferred stock Director. David Levin received a vote of approximately 99% of the shares voted and has 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 99% of the shares voted and so was approved. The final voting results will be approved in a subsequent Form 8-K within 4 business days after the final voting results are known. That concludes the formal portion of the meeting. I will now turn the meeting over to Herve for closing remarks.

Thank you, Stacey. There being no further business, I declare the 2022 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.

This concludes the meeting. You may now disconnect.