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. [Operator Instructions] It is now my pleasure to turn today's meeting over to Russell Hochman, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Harsco Corporation. Mr. Hochman, the floor is yours.

Thank you very much, and good morning, everyone. My name is Russell Hochman, and I'm the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Harsco Corporation. It is my pleasure to welcome you to the 2023 Annual Meeting of Stockholders of Harsco Corporation. On behalf of the Board of Directors, I want to thank you for your support in conducting this meeting virtually. I now 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 virtually 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, Timothy Laurion, Ed Purvis, John Quinn and Phil Widman. Representing PricewaterhouseCoopers virtually are Anthony Scamuffa and Michelle Miller. Representing Computershare, the corporation's transfer agent and inspector of election is Sue Nelson. Following the vote on the annual meeting matters, we will facilitate the Q&A 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 affidavit and report provided by our transfer agent Computershare. The affidavit and copies of the notice of 2023 Annual Meeting of Stockholders 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 22, 2023, are entitled to vote at this meeting. As of February 22, 2023, the record date, there was a total of 79,496,254 shares of common stock outstanding. Sue Nelson, the representative of the Inspector of Election has signed the oath of the inspector for this meeting that signed shall be filed with the minutes of this meeting. Our first order of business in 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 total number of shares of common stock represented by stockholders in voting in person or by proxy is 71,384,050 shares or approximately 89.8% 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 can confirm that a quorum of the 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 properly 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 9 directors to serve until the 2024 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 9 current directors of Harsco. Information regarding the nominees is contained in the 2023 proxy statement. The second proposal for stockholder action is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as independent directors to audit the accounts of the Corporation for the fiscal year ending December 31, 2023. 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 resolution set forth in the proxy statement. More votes for than votes against is required to approve this proposal. The fourth proposal for stockholder action is the vote on an advisory basis regarding how often we should include the say on pay proposal in our proxy material for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting. 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 fifth proposal for stockholder action is the vote on Amendment No. 3 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 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 upon today, April 19, 2023. If you have not already done so, please vote your shares. [Voting]

The time is now -- I hereby declare the polls and outflows at 9:07 a.m., and I ask the Inspector of Elections to tabulate the ballots. As mentioned earlier, the Board of Directors has appointed Computershare represented here today by Sue Nelson as Inspector of Election. Ms. Nelson has tabulated the stockholder votes and has provided me with the preliminary results of the voting. The preliminary results from the Inspector of Election indicates that each of the 9 nominees listed in the 2023 proxy statement has been duly elected as a director; the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2023, has been approved; our named executive officer compensation has been approved; the proposal to hold an advisory vote on the compensation of our named executive officers every year has been approved; and Amendment No. 3 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.

This concludes the meeting. You may now disconnect.