Enviri Corporation (NVRI) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Enviri Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Russell Hochman, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Enviri Corporation. Mr. Hochman, the floor is yours.

Good morning, everyone. It's my pleasure to welcome you to the 2025 Annual Meeting of Stockholders of Enviri Corporation. 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, Carolann Haznedar, Timothy Laurion, Rebecca O'Mara, Ed Purvis, John Quinn and Phillip Widman. Also present is our nominee Nick Fanandakis. Representing Deloitte & Touche, our Joel Goldblatt and Gerald Miceli. 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. Approximate 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 2025 Annual Meeting of Stockholders 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, 2025, are entitled to vote at this meeting. As of February 24, 2025, the record date, there was a total of 80,212,637 shares of common stock outstanding. Sue Nelson, the representative of the Inspector of the Election has signed the oath of the inspector for this meeting. That signed he shall be filed with the minutes of this meeting. 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 total number of shares of common stock represented by stockholders and voting in person or by proxy, is 73,038,150 shares or approximately 91.06% of all 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 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 8 directors to serve until the 2026 and Annual Meeting of Stockholders or until their successors are elected and qualified. In accordance with our voting standard for election of directors, each nominee who receives more votes in favor than against his or her election will be reelected. In accordance with the bylaws of the corporation, the Board of Directors has nominated for election 7 current directors of Enviri and 1 new director nominee. Information regarding each of the 8 nominees is contained in the 2025 proxy statement. The second proposal for stockholder action is the ratification of the Audit Committee's appointment of Deloitte & Touche as independent auditors to audit the accounts of the corporation for the fiscal year ending December 31, 2025. The affirmative vote of at least a majority of the shares by 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 the named executive officer compensation as set forth in the resolution -- 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 #5 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 fifth proposal for stockholder action is the vote on amendment #3 to the 2016 Nonemployee Director's long-term equity 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. And finally, the sixth proposal for stockholder action is the vote to amend the certificate of incorporation of Enviri to provide for Officer Exculpation. The affirmative vote of at least a majority of the shares of our voting stock is required to approve this proposal. The time is now 9:06 a.m. and I declare the polls are now open for each matter to be voted on today, April 24, 2025. 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 ask that the Inspector of Election 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 indicate, each of the 8 nominees listed in the 2025 proxy statement has been duly elected as a director. The appointment of Deloitte & Touche as independent auditors for the fiscal year ending December 31, 2025, has been approved. Our named executive officer compensation has been improved (sic) [ approved ]. Amendment #5 to the 2013 equity and incentive compensation plan has been approved. Amendment #3 to the 2016 Nonemployee Director's long-term equity compensation plan has been approved. The amendment to our Certificate of Incorporation to provide for Officer Exculpation 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 Enviri Corporation is adjourned. And thank you for your attendance today and your support of Enviri Corporation.

This concludes the meeting. You may now disconnect.