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 company. Sir, the floor is yours.

Thank you very much, Chris, and good afternoon, ladies and gentlemen. I would like to welcome all of you to the 2023 Annual General Meeting of Stockholders of Emerald Holding, Inc. As was said, 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 would 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. 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 the virtual meeting web portal. We ask that you please abide by these rules so that we can conduct an orderly meeting. I will now turn the meeting over to Stacey, who will conduct the formal portion of the meeting.

Thank you, Herve, and good afternoon, Emerald Inc. stockholders. Our first order of business is to determine whether the shares represented at the meeting are sufficient to constitute a quorum. I've been advised that the company properly mailed its meeting notice and proxy statement commencing on April 6, 2023, to all stockholders of record as of March 28, 2023, 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 with respect to each of the proposals to be acted upon today, the meeting is properly constituted for the transaction of business, and the polls are open. Please note, 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 vote button on the screen at any time during the meeting until the polls are closed. The polls will close promptly 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 all stockholders received, we are here today to consider 5 items of business. As listed on the consideration of proposal slide, the matters on which the stockholders at the meeting are voting are: First, to elect 2 Class III directors and 2 preferred stockholder directors. Second, to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the year ending December 31, 2023. Third, approve the compensation of the company's named executive officers as disclosed in the proxy statement. Fourth, propose how frequently to hold a stockholder advisory vote on the named executive officers' compensation. Fifth, to approve the second amendment and restatement of the 2017 omnibus equity plan. As I said, the first proposal to be voted upon is the election of 2 Class III directors to serve until the Annual Meeting of Stockholders in 2026 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 2024 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 Michael Alicea and Emmanuelle Skala as Class III 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 to serve as independent registered public accounting firm for the company for the fiscal year ending December 31, 2023. 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, and the Board anonymously recommends a vote for this proposal. The third proposal to be voted on is a nonbinding advisory vote on the compensation of the named executive officers. The company's executive compensation is also discussed in the proxy statement. The Board unanimously recommends a vote for this proposal. The fourth proposal to be voted on is a nonbinding advisory vote on the frequency of holding a stockholder vote on executive compensation. Information about this proposal and the options for frequency of holding this vote are discussed in the proxy statement. The Board unanimously recommends a vote of every 3 years for the frequency with which stockholders of the company shall be entitled to have an advisory vote on executive compensation. The fifth and final proposal to be voted on is the approval of the second amendment and restatement of the 2017 omnibus equity plan. This proposal was discussed in the proxy and the revised plan is attached as appendix to the proxy. The Board unanimously recommends a vote for this proposal. I will now turn this meeting over to Herve to conduct the Q&A session.

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

The polls are now closed, and we have been informed by the Inspector of Elections that preliminary votes have been counted. On the first proposal regarding the election of directors, Michael Alicea received a vote of approximately 96% of the shares voted and has been elected a Class III director. Emmanuelle Skala received a vote of approximately 94% of the shares voted and has been elected a Class III director. Lynda Clarizio received a vote of 100% of the preferred shares voted and has been elected a preferred stock director. David Levin also received a vote of approximately 100% of the preferred 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 100% of the shares voted, and so was approved. The third proposal regarding the nonbinding advisory vote on the compensation of the named executive officers received a vote to approve of approximately 96% of the shares voted, and so was approved. With respect to the fourth proposal regarding the nonbinding advisory vote on frequency of holding a stockholder vote on executive compensation, 93% of the shareholders voted for a frequency of 3 years, and thus, the 3-year frequency was approved. The fifth and final proposal regarding the ratification of the second amendment and restatement of the 2017 omnibus equity plan received a vote of approximately 95% of the shares voted, and so was approved. The final voting results will be provided in a subsequent Form 8-K filed within the next 4 business days after the final voting results are known. That concludes the formal portion of the meeting. I will now turn the meeting back over to Herve for closing remarks.

Thank you, Stacey. There being no further business, I declare the 2023 Annual Meeting of Stockholders of Emerald officially adjourned. On behalf of the Board and management, I'd 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, and have a pleasant day.