Entravision Communications Corporation (EVC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Entravision Communications Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Chris Young, Interim Chief Executive Officer, Chief Financial Officer and Treasurer of Entravision Communications Corporation. Mr. Young, the floor is yours.

Thank you, operator. Good morning, ladies and gentlemen. The 2023 Annual Meeting of the Shareholders of Entravision Communications Corporation is now called to order. My name is Chris Young, Interim Chief Executive Officer and Chief Financial Officer of Entravision Communications Corporation. We want to welcome you, and thank you for your attendance at this meeting. This year's annual meeting of shareholders is a virtual meeting only. We hope all of our shareholders in attendance are well. I would like to begin by introducing the directors and director nominees present at the meeting. Paul Zevnik, Gilbert Vasquez, Juan Saldívar, Martha Elena Diaz, Tom Strickler, Brad Bender and Fehmi Zeko. I would also like to introduce the other executive officers of the company present at the meeting. Jeff Liberman, President and COO; Mark Boelke, General Counsel and Secretary. Also attending virtually is [ Nicole Hunt, ] representing Computershare Investor Services, our transfer agent and registrar for the last fiscal year. Ms. [ Hunt ] has also been appointed inspector of elections to examine and tabulate proxies and ballots at this meeting. I will now ask the secretary to confirm that we have obtained a quorum and that we may proceed with the business of the meeting.

Notice of this meeting was given to all shareholders of record at the close of business on April 17, 2023, by U.S. Mail on or about May 23, 2023. I have for inclusion in the record of this meeting a mailing affidavit to that effect. The preliminary report of the inspector of elections is that more than 90% of the voting interest of shares outstanding and entitled to vote are present in person or by proxy at this meeting, constituting a quorum. A quorum being present, this meeting is open to proceed with its business.

We will now conduct the business of the annual meeting relating to the proposals to be voted upon by the shareholders. We will proceed with the following order of business. The matters to be acted upon by the shareholders at this meeting will be discussed, moved and seconded with the vote to be held following any discussion. If you are logged on to this meeting as a shareholder and have any questions about these matters, please enter them in the space provided on the virtual meeting screen. Before asking a question, we invite you to refer to the proxy statement for this meeting, which contains information about the proposal on today's agenda. We will not answer any question, which is not related to the business of today's meeting, or if the answer to the question is substantially covered in the proxy statement. At this time, nominations set forth in the proposal #1 of the proxy statement are now in order for the election of 6 directors to serve for the term set forth in the proxy statement and until their successors are duly elected and qualified. In proposal 1, the Board of Directors favors the election of the following individuals as directors: Paul Zevnik, Gilbert Vasquez, Juan Saldívar, Martha Elena Diaz, Tom Strickler and Fehmi Zeko. These candidates are hereby nominated to be elected as directors of the company. Next, we will consider the proposal #2 to approve an amendment and restatement of the company's Certificate of Incorporation as described in the proxy statement. A motion on the proposal is now in order.

I move that proposal 2 relating to an amendment and restatement of the company's Certificate of Incorporation as described in the proxy statement be approved.

I second the motion.

Next, we will consider the proposal #3 to ratify the appointment of Deloitte & Touche, LLP as independent public accountants of the company for the fiscal year ending December 31, 2023, as described in the proxy statement. A motion on the proposal is now in order.

I move that proposal #3 to ratify the appointment of Deloitte & Touche, LLP as independent public accountants of the company for the fiscal year ending December 31, 2023, be approved.

I second the motion.

Next, we will consider the proposal #4 relating to an advisory vote to approve named executive officers' compensation as described in the proxy statement. A motion on the proposal is now in order.

I move that proposal #4 relating to an advisory vote to approve named executive officers compensation as described in the proxy statement be approved.

I second the motion.

Next, we will consider the proposal #5 relating to an advisory vote on the frequency of future advisory votes on named executive officer compensation as described in the proxy statement. A motion on the proposal is now in order.

I move that Proposal #5 relating to an advisory vote on the frequency of future advisory votes on named executive officer compensation as described in the proxy statement, be approved with the alternative of holding such vote every year.

I second the motion.

Next, as set forth in the proposal #6, the nomination of Brad Bender is now in order for him to serve as Director for the term set forth in the proxy statement and until his successor is duly elected and qualified. The Board of Directors favors the election of Mr. Bender as a director, and Mr. Bender is hereby nominated to be elected as a Director of the company. The Board has not received any nominations in a timely manner other than Mr. Bender and the directors named in Proposal #1 nominated earlier in this meeting. Accordingly, may I please have a motion to close the nominations.

I move that the nominations be closed.

I second the motion.

I declare the nominations are closed. We will now proceed to vote on the proposals, and I hereby declare that the polls are now open on our online meeting platform. As described in our proxy statement, it is not necessary for a shareholder to vote by online ballot if you have already sent in your proxy unless you wish to change your vote. [Voting]

We now have all the ballots. And since all those wishing to vote by ballot have done so, I declare the polls closed. According to the preliminary report of the inspector of elections, each of the persons nominated to be a director of the company in proposals 1 and 6 has been elected. And each of the other proposals presented to this meeting have been approved. The matters which this meeting was called to consider have now been completed, and there is no additional business before this meeting. The formal part of this meeting is therefore adjourned. We have not received any questions directly related to the business of the meeting. As a result, the meeting is therefore concluded. We thank you for attending today's meeting.

This concludes the meeting. You may now disconnect.