Esquire Financial Holdings, Inc. (ESQ) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Special Meeting of Stockholders. [Operator Instructions] I would now like to turn the call over to Andrew Sagliocca, Vice Chairman, Chief Executive Officer and President. Sir, please go ahead.

Thank you. Good morning, everybody. This is Andrew Sagliocca, I will serve as Chairman of the Special Meeting of Stockholders. It's my pleasure on behalf of the directors and officers of the company to extend to you a warm welcome and express our appreciation for attending this meeting. I'd like to welcome those over at Signature Bank, both the employees and the Board members that might be listening in. I'd like to welcome our management team and employees and our Board members that are listening in. and the professionals, both on our side and Signature side that helped get the deal to fruition that I'm sure are on the line. So welcome everybody and our investors and analysts and guests. The principal business of this meeting is to approve the issuance of SAR common stock to the holders of Signature Bancorporation, Inc. common stock pursuant to the merger agreement with Signature. I'd like to let everybody know that in the room with me is our EVP and COO, Eric Bader, our Corporate Secretary and Chief Legal Officer; Gary Lax; who will act as Secretary for the special meeting, our CFO, Michael Lacapria, and also President is Joe Simon from Colin & Dykman who the Board appointed to access, judge election at this special meeting and any adjournments and to count and examine all votes. Mr. Lax has the notice of this meeting been sent to all stockholders entitled to vote at the meeting.

Yes, Mr. Chairman, I have confirmation from Broadridge stating that notice has been mailed to each stockholder as required under the bylaws. The Board fixed April 29, 2026 as the record date for determining stockholders entitled to notice of and to vote at the special meeting. A copy of the notice, the confirmation of the mailing of notice and the excerpts from the Board meeting is stating the date and time for this meeting will be filed with the minutes of this special meeting. Also, the judgments report will be attached to the minutes of the special meeting.

Thank you, Gary. The secretary informs me that the records of the company show that there are 8,639,431 outstanding votes entitled to be cast at the special meeting, assuming a quorum is present, approval of the share issuance proposal requires a majority of the votes cast at this meeting to be voted for the proposal. Secretary previously delivered to the judge of election the list of stockholders and all proxies that have been received. The Secretary informs me that a majority of the total outstanding votes entitled to be cast at the special meeting is present in person or by proxy. The judge is making an exact count and will submit a formal report on the number of shares present or represented during the course of the special meeting. A quorum is declared present, subject to the confirmation of that fact by the judge in his report. On the basis of the report of the Secretary, I find that proper notice has been given. Accordingly, this meeting has been properly convened. The polls for voting on all matters are hereby opened at this time, 10:04 a.m. Eastern Standard Time. There are 2 matters for consideration and I intend to discuss each matter separately. When the discussion of 1 item is finished, I will move on to the next. Polls will close after the 2 proposals have been discussed. If you have already voted by proxy, there is no need for you to recast your vote. Does anyone in attendance at the meeting need a ballot to vote at this meeting? Hearing none, at conclusion of the discussion of the 2 items, we will take the vote on all items. I will then report on the operations of the company as it relates to the merger. There will be an opportunity for questions and comments of general nature after the discussion and voting on the 2 matters and my report on the operations of the company has concluded. Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting. At this -- as this is a special meeting, the business of this meeting is limited to the 2 matters stated in the notice of the special meeting. The first proposal is to approve the issuance of Esquire common stock to the holders of Signature common stock pursuant to the merger agreement. A copy of the merger agreement was included as Annex A to the joint proxy statement prospectus. Is there any discussion with respect to the proposal to approve the issuance of Esquire common stock to the holders of Signature common stock pursuant to the merger agreement? Hearing none, I move on to the second proposal. Second proposal is the adjournment of the special meeting, if necessary, to solicit additional proxies. In event there are not sufficient votes at this time of the special meeting to approve the Esquire share issuance proposal. We do not plan to adjourn this meeting. Is there any discussion with respect to this adjournment proposal? There are none. This concludes the discussion on the 2 proposals. The proxies have voted the master ballot, the polls for voting on the matters before the meeting are hereby closed at 10:06 a.m. Eastern Standard Time. I now open the floor for general questions and comments.

[Operator Instructions] There are no questions at this time. I will turn the call back to Andrew Sagliocca, for closing remarks.

Thank you. The vote tally is complete. The Secretary will now read the certificate and report of the judge of election.

Thank you. The report confirms that a quorum is and has been in attendance at the special meeting for all purposes. The report also shows that a majority of the votes cast by stockholders present at this special meeting have been voted in favor of the proposal to approve the Esquire share issuance proposal.

Great. Thank you, Gary. Just to let everybody know who hasn't seen it, there is a joint press release that was issued this morning. It's in regards to the final exchange ratio. The Signature team successfully sold the Schedule A loans. Their recovery rate was approximately 62%. We had estimated it for the prospectus around 50%. The associated exchange ratio is now locked in at 2,671 shares, which is only about 50,000 shares or about 1.6% difference from what we put in the proxy statement. I will now move on to the meeting. The report of the judge of election, as presented, is accepted. Mr. Lax will safeguard the oath and the certificate and report of judgment of election and maintain them among the records of the company. There being no further business to come before the special meeting. a motion to adjourn is in order.

Second.

Eric, you move?

Yes, I move.

Michael, you second?

Second.

Those in favor signify by saying aye.

Aye.

Any opposed, say no. The motion is carried and the special meeting is adjourned. I want to thank everyone for attending today's meeting and for the interest you've shown in the affairs of the company. I want to thank everybody over its signature. Mick and his executive and management team and Len and the full Board. They pushed really hard to get the Schedule A loans sold at what I believe is a really great price for those loans, and I'm glad that's behind us also. So I want to thank them over its signature and the meeting is adjourned. Thank you, everybody.

Ladies and gentlemen, this concludes today's meeting. Thank you all for joining. You may now disconnect.