EPR Properties (EPR) Earnings Call Transcript & Summary

Good day, and thank you for standing by, and welcome to EPR Properties Annual Shareholder Meeting 2021. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to Mr. Craig Evans, Executive Vice President and Secretary. Sir, please go ahead.

Thank you, Rachel. Good morning, everyone, and welcome to the Annual Meeting of the Shareholders of EPR Properties, which I now call to order. I am Craig Evans, Executive Vice President, General Counsel and Secretary of EPR Properties, and it is my privilege to preside over this year's meeting. On behalf of EPR, we hope you and your families have been safe and healthy during these difficult times. With that in mind, we are permitting shareholders to listen telephonically to the formal proceedings of this meeting, which will be followed by a brief business update of the company by our President and CEO, Greg Silvers. He will also respond to questions we have received from you. Other than me and Mr. Silvers, there are no shareholders in attendance physically at this meeting. Philip Meyer of Computershare has been appointed as the Inspector of Election for this meeting. The Inspector of Election has taken his oath, which will be included in the minutes of the meeting. I have received an affidavit from representatives of Computershare that certifies that notice of this annual meeting was sent on or about April 16, 2021, to all shareholders of record as of March 8, 2021, the record date for this meeting. Notice of this meeting has thus been duly sent to shareholders in accordance with the company's bylaws. I have with me a complete list of the shareholders entitled to vote at this meeting, which is available for inspection by any shareholder for any purpose germane to the meeting. According to both the company's records and the certificate of the Inspector, there are 74,766,645 common shares entitled to vote at this meeting. For purposes of determining the existence of a quorum, Mr. Meyer will now report on the number of shares represented at the meeting.

Mr. Secretary, I wish to report that the owners of more than 79.3% of the issued and outstanding common shares are present today either in-person or by proxy. That number is more than a majority of the stock entitled to vote, and therefore, a quorum is present.

Thank you. Since we have a quorum, we can now proceed. The first order of business is the election of 9 Trustees to serve until the annual meeting following EPR's fiscal year ending December 31, 2021. The Board of Trustees has nominated Thomas M. Bloch; Barrett Brady; Peter C. Brown; James B. Connor; Robert J. Druten; Jack A. Newman, Jr.; Virginia E. Shanks; Gregory Silvers; and Robin Sterneck for election to the Board of Trustees. EPR Properties has not been notified in the manner provided in its bylaws of any other nominees, and therefore, no other nominees are eligible to stand for election. The second order of business is an advisory vote on the compensation of our named executive officers. The Board of Trustees has recommended approval on a nonbinding advisory basis of the company's named executive officer compensation for fiscal 2020, as described in the proxy statement. The third matter being submitted to the shareholders for action is the approval of amendments through our 2016 Equity Incentive Plan, including an increase to the number of authorized shares issuable under the plan. The Board of Trustees has recommended approval of the amendment as described in the proxy statement. The final matter being submitted to shareholders for action is the ratification of the appointment by the Audit Committee of the Board of Trustees of KPMG LLP as independent public accounting firm of EPR Properties for the current year. The Audit Committee has recommended ratification of the appointment of KPMG as described in the proxy statement. Is there any discussion regarding the election of trustees, advisory vote on the compensation of named executive officers, the amendments to the 2016 Equity Incentive Plan or the ratification of the selection of KPMG LLP, our independent public accounting firm for 2021? Hearing none, that concludes the presentation and discussion regarding all matters that require shareholder approval. Representatives of KPMG, David Stank and Mike Roos are participating in this meeting and are available to answer questions shareholders may have. There were no questions submitted for KPMG, raised at this meeting, and none were submitted so we can proceed. We will proceed to the vote on the matters. [Voting]

The polls are now closed. I would now like to recognize Mr. Meyer as our Inspector of Election for this meeting to provide preliminary voting results.

Mr. Secretary, the nominees for election to the Board of Trustees: Thomas M. Bloch, Barrett Brady, Peter C. Brown, James B. Connor, Robert J. Druten, Jack A. Newman, Virginia E. Shanks, Gregory K. Silvers, and Robin Peppe Sterneck have received the majority of the votes cast by the shareholders entitled to vote at this Annual Shareholders' Meeting. A majority of the common shares voted at the meeting were voted for endorsement of the company's named executive officer compensation for fiscal 2020. A majority of the common shares voted at the meeting were voted for approval of amendments to our 2016 Equity Incentive Plan, including an increase to the number of authorized shares issuable under the plan. The Board of Trustees has recommended approval of the amendment as described in the proxy statement. A majority of the common shares voted at the meeting were voted for the ratification of the engagement of KPMG LLP as the independent public accounting firm of EPR Properties for its fiscal year ending December 31, 2021.

Thank you, Philip. We accept the report of the Inspector of Election. We will report the final results by Form 8-K filed with the Securities and Exchange Commission within 4 business days. At this point, the Annual Meeting of Shareholders of EPR Properties is adjourned, and I turn the meeting over to Greg Silvers for a brief business update.

Thank you, Craig. 2020 was a challenging year for everyone. During the year, we focused on keeping our associates healthy and safe, maintaining balance sheet's strength and working with tenants to ensure long-term sustainability. With that said, 2021 is about recovery. Customers returning to our properties. Our staff, friends and neighbors returning to normalcy, and EPR returning to paying a dividend and growing. We've been very clear about our 2021 goals, including exiting the covenant relief period, reestablishment of a dividend and returning to growth. Our path is clear, and our resolve is strong to make these goals a reality. We greatly appreciate the support of our shareholders, associates and other stakeholders during these challenging times, and we look forward to delivering value to this group in 2021 and beyond. Thank you. While we had the opportunity for shareholders to submit questions, we received none. So at this point in time, I'll turn the meeting back over to Mr. Evans for conclusion.

Okay. Thank you, Greg. There are no other items for the meeting or this call. So thank you very much for participating, and we look forward to a great next year. Thank you.

Operator?

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.