Enterprise Financial Services Corp (EFSC) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Enterprise Financial Services Corp. Our host for today's call is Jim Lally, President, Chief Executive Officer and Member of the Board of Directors. [Operator Instructions] I will now turn the call over to host, Mr. Lally. You may begin, sir.

Well, thank you, Paul. And good afternoon. And welcome to the 2020 Annual Shareholders Meeting of Enterprise Financial Services Corp. I am Jim Lally, President, Chief Executive Officer, and Member of the Board of Directors of Enterprise Financial Services Corp. Due to the public health and safety concerns related to the COVID-19 pandemic and to support the health and well-being of our shareholders, employees and communities, we are hosting our first virtual meeting today. I want to thank you for being a shareholder and for joining us on this webcast. With that, it is my pleasure to introduce you to Mr. John Eulich.

Thank you, Jim. Good afternoon. I'm John Eulich, Chairman of the Board of Directors of Enterprise Financial Services Corp. On behalf of the Board and management, I want to welcome you and thank you for joining us today. Due to the unique circumstances we are faced with today, we will be limiting this webcast to conducting the formal meeting of required matters for voting and will not be engaging in any post-meeting question-and-answer session. We will respond to shareholders' questions or comments during this meeting to the extent anyone has a relevant comment or question that relates to one or more of the proposals being voted on today. However, to the extent you have any questions or comments that are unrelated to our proposals, we would encourage you to reach out to our Investor Relations department via the contact information provided on our website. We appreciate your patience as we navigate these challenges. It is now shortly after 5 p.m. Central Daylight Time on March 6, 2020 (sic) [ May 6, 2020 ], and this meeting is officially called to order. Besides myself and Jim Lally, I would like to now introduce the other members of the Board joining us for today's meeting. Michael DeCola has served as a Director since 2007. Jim Deutsch has served as a Director since 2019. Bob Guest has served as a Director since 2002. Bob also serves as the Chair of our Risk Committee. Jim Havel has served as a Director since 2014. Judith Heeter has served as a Director since 2012. Judith also serves as the Chair of our Nominating and Governance Committee. Michael Holmes has served as a Director since 2015. Michael also serves as the Chair of our Compensation Committee. Al Kent has served as a Director since 2017. Tony Scavuzzo has served as a Director since 2019. Eloise Schmitz has served as a Director since 2017. Sandra Van Trease has served as a Director since 2005. Sandra also serves as the Chair of our Audit Committee. We are also joined here today by Deloitte & Touche LLP, our independent auditors. Computershare Trust Company is the corporation's stock transfer agent, registrar and dividend dispersing agent. [ Nancy Hoffmann ], a representative from Broadridge Financial Solutions, Inc., has been appointed as the inspector of election, and she is also joining us today. The oath of the inspector of election was executed by the inspector of election and will be attached to the minutes of the meeting. In accordance with the bylaws of the company, I will act as Chairman of this meeting and Nicole Iannacone, Corporate Secretary of the company, will act as Corporate Secretary of the meeting. Will the meeting please come to order? A notice regarding this annual meeting and the availability of the proxy statement was mailed to shareholders, and the proxy statement and notice were made available on or about March 25, 2020. The Board of Directors fixed March 12, 2020, as the record date for determining shareholders entitled to vote at this meeting. A complete list of the registered holders of the common stock of the company as of March 12, 2020, is available for viewing by registered shareholders by clicking on the link on our web portal. The shareholder list shows that as of the record date, there were 26,616,585 shares of common stock outstanding and entitled to vote at this meeting. The Corporate Secretary will please file a copy of the list of shareholders with the records of this meeting. The inspector of election has reported that the holders of at least a majority of the issued and outstanding shares of the voting stock of the company entitled to vote at this meeting are present in person or by proxy constituting a quorum. The meeting is now duly convened and ready to transact business. Now I will present the matters to be voted upon. Please note that we will give shareholders an opportunity to comment on the proposals themselves after each proposal is presented. If you wish to make a comment on a proposal, please type in your comment in the ask-a-question box in the lower left-hand corner of the web portal. In order to conduct an orderly meeting, we again ask that all shareholders please keep their comments brief and limited to the specific proposal up for discussion. As noted previously, we will respond to relevant comments and questions related to proposals. And to the extent you wish to comment on other unrelated matters, we would ask you to direct such questions or comments to our Investor Relations department. The items of business for today's meeting consists of: number one, the election of the 12 directors named in the company's proxy statement to serve until the next annual meeting or until their successors have been elected and qualified; number two, the ratification of the company's selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2020; and three, an advisory nonbinding resolution approving the company's executive compensation. The company has not received notice from any of its shareholders as required under its bylaws of any other matters to be considered at today's meeting. And therefore, no other proposals may be introduced by shareholders. The first order of business, as described in the proxy statement, is the election of the 12 directors named in the proxy statement. As set forth in the company's proxy statement, the Board of Directors, on the recommendation of the Nominating and Governance Committee, has nominated the following persons as directors: Michael A. DeCola, James F. Deutsch, John S. Eulich, Robert E. Guest, Jr., James M. Havel, Judith S. Heeter, Michael R. Holmes, Nevada A. Kent IV, James B. Lally, Anthony R. Scavuzzo, Eloise E. Schmitz and Sandra A. Van Trease. In accordance with the bylaws of the company, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such other notice was received. Therefore, I declare the nominations for directors closed. If any shareholders would like to make a comment regarding this first proposal, please submit your comment now.

We have not received any shareholder comments regarding this proposal.

Thank you, Nicole. The second order of business, as described in the proxy statement, is proposal A regarding ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year 2020. The Audit Committee recommends a vote for the adoption of the resolution. If any shareholder would like to make a comment regarding the second proposal, please submit your comments now.

We have not received any shareholder comments regarding this proposal.

Thank you, Nicole. The third order of business, as described in the proxy statement, is proposal D regarding the advisory nonbinding resolution approving executive compensation. We are required by law to provide our shareholders the opportunity to vote on an advisory and nonbinding resolution. While this resolution will not be binding on the Board, the Board will take the outcome of the vote into consideration in making future executive compensation decisions. The Board of Directors recommends a vote for the adoption of the resolution. If any shareholder would like to make a comment regarding the third proposal, please submit your comments now.

We don't have any shareholder comments regarding this proposal.

Thank you, Nicole. There are no further proposals to present. Okay. I now, hereby, declare the polls open to vote on all proposals. Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. [Voting]

The holder of proxies appointed by the Board has cast a ballot voting all proxies received by management. As the shareholders have had an opportunity to vote, I now declare the polls for the 2020 Enterprise Financial Services Corp. Annual Shareholder Meeting closed. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to the Board of Directors have been duly elected. I declare each of such nominees to be elected to the Board of Directors of the company for a term of 1 year or until their successors are duly elected and qualified. We are also informed by the inspector of election that proposals A and B have each received a favorable vote of a majority of votes cast, and each such proposal is, therefore, passed and approved. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. There being no further business to come before the meeting, the 2020 Annual Meeting of Shareholders of Enterprise Financial Services Corp. is hereby declared adjourned. Thank you again for attending today, and have a very good evening.

This now concludes the meeting. Thank you for joining. And have a pleasant day.