Equity LifeStyle Properties, Inc. (ELS) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Equity LifeStyle Properties. Our host for today's call is Marguerite Nader, President and Chief Executive Officer. [Operator Instructions] I will now turn the call over to your host, Marguerite Nader. Please go ahead.

Good morning. I am Marguerite Nader, President and Chief Executive Officer of Equity LifeStyle Properties. I would like to welcome you to the company's Annual Meeting of Stockholders. We have all been impacted, to varying degrees, by the COVID-19 crisis, and each of us at ELS extend our best wishes to the many who are feeling the effects of the pandemic. Challenging times such as these often bring out the best in people, and it has been inspiring to see the ways that our team members have risen in recent weeks in order to serve our customers. Our business is essential, ensuring our customers have a comfortable place to shelter during this challenging time, and our team members have been steadfast in delivering on this commitment. The demand for our product offerings is high. Our Board members are participating in this virtual meeting today. The meeting will be conducted as set forth on the agenda and in the rules of conduct posted in the meeting materials section online. During the tabulation of the votes, we will answer questions in accordance with the rules of conduct. If you have logged into the meeting with your control number, you may ask your question by typing it into the box at the bottom of your screen anytime during this meeting. If at any time during this call, you are experiencing technical difficulties, please call 1 (800) 586-1548 for stockholders in the United States or 1 (303) 562-9288 for outside the United States. The secretary of the company has informed me that no notice has been properly received regarding business to be considered at the meeting other than the 4 proposals presented in the company's proxy statement. I will now ask David Eldersveld, Executive Vice President, General Counsel and Corporate Secretary of the company, to present proof of mailing of notice of this meeting and to report to us on the stockholders present via proxy.

Ms. Nader, commencing on March 18, 2020, a notice of this annual meeting, with the related proxy statement, was sent to each stockholder of record determined as of the close of business on February 20, 2020, the record date for this meeting. Here is American Stock Transfer & Trust Company's, the company's transfer agent, signed affidavit of mailing relating to the notice, which I will file with the minutes of this meeting. On April 15, 2020, the company announced in a press release that this meeting would be a virtual-only format, and the procedures for voting shares and attending the meeting. In connection with this meeting, proxies were solicited from all stockholders of record. According to the records of the company and American Stock Transfer & Trust Company, a total of 182,129,331 shares of common stock were issued, outstanding and entitled to vote at this meeting at the close of business on the record date. Each share is entitled to 1 vote on each proposal. Of the 182,129,331 shares entitled to vote, valid proxies were received from the holders of 166,300,097 shares. This is equivalent to 91.31% of the shares issued and outstanding. The proxies designate Ms. Nader and Mr. Zell acting alone to vote the shares represented by the proxies.

Thank you, Mr. Eldersveld. I have been informed that the holders of more than a majority of the shares of common stock outstanding and entitled to vote at this meeting are present or represented by proxy. Therefore, the Chair declares that a quorum is present, and the annual meeting of stockholders is now called to order.

I am presenting the minutes from last year's annual meeting, and I move that we dispense the reading of the minutes from last year's annual meeting and approve them, as presented.

I second the motion. The minutes are approved. There are 4 items of business today. The first item is to elect 10 Directors to serve until the 2021 Annual Meeting of Stockholders. As indicated in the proxy statement, the Board of Directors has nominated our 10 current Directors: Andrew Berkenfield, Philip Calian, David Contis, Constance Freedman, Thomas Heneghan, Tao Huang, Marguerite Nader, Scott Peppet, Sheli Rosenberg and Samuel Zell for election as Directors to serve until the 2021 Annual Meeting. The second item of business is to ratify the selection of Ernst & Young as the company's independent public accounting firm for 2020. The third item of business is to conduct a nonbinding advisory vote on executive compensation. The fourth item of business is to approve the amendment to the company's charter, increasing from 400 million to 600 million, the number of shares of common stock the company is authorized to issue. I move to elect the 10 nominees for Director; to ratify the selection of Ernst & Young as the company's independent registered public accounting firm for 2020; to approve, on a nonbinding advisory basis, the compensation paid to our named executive officers in 2019, as disclosed in the proxy statement; and to approve an amendment to the company's charter increasing from 400 million to 600 million, the number of shares of common stock the company is authorized to issue.

I second the motion.

Oriel Robinson from AST is in attendance at the meeting and acting as Inspector of Elections. We will now turn our attention to voting of the shares. If you are the shareholder of record, who didn't -- if you are a shareholder of record who did not return a proxy, but wish to vote on the proposals or wish to revoke a proxy card you have previously signed, you may vote your shares by clicking on the Vote Here button on your screen now. You will need the Broadridge control number provided for you in order to vote your shares online. When the votes are tabulated, we will conduct -- while the votes are tabulated, we will conduct a comment and question session for general comments or questions about the company's proposals of the meeting. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so now by typing your questions. If you have any questions or concerns about individual properties, please include your contact information, and we will respond directly to you after the meeting. We will allow one question per shareholder. And now we pause to allow questions to be submitted. Since we have received no questions, that concludes our comment and question session. At this time, we will allow for 1 more minute to vote by control number, if anyone wishes to vote in that way. [Voting]

The polls are now officially closed. Mr. Eldersveld, would you please report on the vote on the 4 proposals?

Each of the 10 nominees for Director named in the proxy statement received the required vote to be elected a Director of the company. The proposal to ratify the selection of Ernst & Young as the company's independent registered public accounting firm for 2020 received the affirmative vote of a majority of the shares voted. The proposal to approve on a nonbinding advisory basis the executive compensation paid to our named executive officers in 2019 received the affirmative vote of a majority of the shares voted. The proposal to approve amendment to the company's charter increasing from 400 million to 600 million, the number of shares of common stock the company is authorized to issue, received the affirmative vote of 2/3 of all votes entitled to be cast.

Since each of the 4 proposals received the votes required to approve the proposal, the Chair declares that the Directors are elected; that the selection of Ernst & Young as the company's independent registered public accounting firm for 2020 has been ratified; that the executive compensation of our named executive officers has been approved on a nonbinding advisory basis; and that the amendment in the company's charter set forth in the proxy statement to increase from 400 million to 600 million, the number of shares of common stock the company is authorized to issue, has been approved. As a result, Article 5, Section 1 of the company's charter shall be replaced with the following: Section 1, authorized shares. The total number of shares of stock, which the corporation has authority to issue is 610 million shares, of which 600 million shares are shares of common stock and 10 million shares are shares of preferred stock. The aggregate par value of all authorized shares of stock having par value is $6.1 million. Since there is no further business to be conducted, I move that the meeting adjourn.

I second the motion.

The motion is carried, and the meeting is hereby adjourned. Thank you for participating in our Annual Meeting of Stockholders.

That concludes the meeting. Thank you for attending, and have a pleasant day.