Enviri Corporation (NVRI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Harsco Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. [Operator Instructions]. It is now my pleasure to turn today's program over to Russell Hochman. Mr. Hochman, the floor is yours.

Thank you very much, and good morning, everyone. My name is Russell Hochman, and I am the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Harsco Corporation. It is my pleasure to welcome you to the 2020 Annual Meeting of Stockholders of Harsco Corporation. We hope you, along with your friends and family, are doing as well as possible during these difficult times. And on behalf of the Board of Directors, I want to thank you for your support in conducting this meeting virtually. I now officially call the meeting to order. Today's meeting will follow the order of business available on the virtual meeting portal. All of our directors are present today. We have our Chairman and CEO, Nick Grasberger; our Lead Independent Director, Dave Everitt; as well as our other directors, Jim Earl, Kathy Eddy, Carolann Haznedar, Mario Longhi, Ed Purvis and Phil Widman. Also present is our Chief Financial Officer, Pete Minan. Representing PricewaterhouseCoopers are Steven Haffner and Robert Garcia. Representing Computershare, the corporation's transfer agent and inspector of election, is Margaret Dunn. Following the vote on the annual meeting matters, Nick Grasberger will facilitate the question-and-answer session if there are any questions submitted through the question box on your screen. Appropriate documentation of notice for this meeting was given as indicated by an affidavit and report provided by our transfer agent, Computershare, the affidavit and copies of the Notice of the 2020 Annual Meeting of Stockholders as supplemented and proxy statement and proxy card will be filed with the minutes of this meeting. All stockholders of record at the close of business on February 24, 2020, are entitled to vote at this meeting. As of February 24, 2020, the record date, there was a total of 78,779,909 shares of common stock outstanding. Our first order of business of this meeting is to determine whether shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. I have a Secretary's report indicating that the number of shares of common stock represented by stockholders and voting in person is 72,170,135 or approximately 91.61% of all of the outstanding shares entitled to vote. A copy of the Secretary's report will be filed in the minutes of today's meeting. Based on this report, I confirm that a quorum of stockholders entitled to vote at this meeting is present, either in person or by proxy, and that this meeting has been properly convened for purposes of transacting such business as may come before it. We will now proceed with the matters properly brought before this meeting to be acted upon by stockholders. The first proposal for stockholder action is the election of 8 directors to serve until the 2021 Annual Meeting of Stockholders or until their successors are elected and qualified. In accordance with our majority voting standard for election of directors, each nominee who receives more votes in favor than against his or her election will be elected. In accordance with the bylaws of the corporation, the Board of Directors has nominated for election the 8 current directors of Harsco. Information regarding the nominees is contained in the 2020 proxy statement. The second proposal for stockholder action is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as independent auditors to audit the accounts of the corporation for the fiscal year ending December 31, 2020. The affirmative vote of at least a majority of the shares of our voting stock entitled to vote and represented in person or by proxy at this meeting is required to approve this proposal. The third proposal for stockholder action is the vote on an advisory basis to approve named executive officer compensation as set forth in the proxy statement. The affirmative vote of at least a majority of the shares of our voting stock entitled to vote and represented in person or by proxy at this meeting is required to approve this proposal. The fourth proposal for stockholder action is the vote on amendment #2 to the 2013 Equity and Incentive Compensation Plan as set forth in the proxy statement. The affirmative vote of at least a majority of the shares of our voting stock entitled to vote and represented in person or by proxy at this meeting is required to approve this proposal. The time is now 9:06, and I declare the polls are now open for each matter to be voted on today, April 21, 2020, if you have not already done so, please vote your shares. [Voting]

I hereby declare the polls now closed at 9:07 a.m. and that -- and I ask that the inspector of election tabulate the ballot. As mentioned earlier, the Board of Directors has appointed Computershare represented here today by Margaret Dunn as inspector of election. Ms. Dunn has tabulated the stockholder votes and has provided me with the preliminary results of the voting. The preliminary results from the inspector of election indicate that each of the 8 nominees listed in the 2020 proxy statement has been duly elected as a director. The appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2020, has been approved. Our named executive officer compensation has been approved. Amendment #2 to the 2013 Equity and Incentive Compensation Plan has been approved. The final report of the inspector of election will be filed with the minutes of today's meeting. Thank you. The annual meeting of stockholders of Harsco Corporation is adjourned. We will now pause to take any questions that may be submitted. I see no questions have been submitted by shareholders. So thank you for your attendance today and your support of Harsco Corporation. Have a good day.

This concludes the meeting. You may now disconnect.