Essent Group Ltd. (ESNT) Earnings Call Transcript & Summary

I now call the meeting to order. Good afternoon, ladies and gentlemen. My name is Mark Casale, President and Chief Executive Officer of Essent Group Limited. I will act as the Chairman of this meeting, and Brian McIntyre will act as Secretary of the meeting and will prepare the minutes regarding the actions taken today. On behalf of the director and officers of the company, it is my pleasure to welcome you to the 2023 Annual General Meeting of Shareholders. The matters of which the shareholders of the company will vote at the meetings are: the election of 3 Class III directors; the reappointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2023; an advisory note on the 2022 compensation of the company's named executive officers; and approval of the Essent Group's Limited 2013 long-term incentive plan as amended and restated. We have not received notice of any shareholders -- of any of our shareholders, as required under our amended and restated bylaws or the rules of the SEC of any other matters to be considered at today's meeting, and therefore, no other proposals may be properly introduced by shareholders. On or about April 6, 2023, notice of the meeting together with the company's annual report for the year ended December 31, 2022, and related proxy materials were mailed to all shareholders of record as of the close of business on March 3, 2023, the record date for the meeting. Our first order of business is to determine whether the shares represented at the meeting, either in person or by proxy are sufficient to constitute a quorum for the purpose of transacting business. As of March 3, 2023, the record date for this meeting, there were 108,095,372 common shares outstanding and entitled to vote at this meeting. Under the amended and restated bylaws of the company, the presence of 2 or more persons representing in person or by proxy at least 50% of the outstanding voting shares of the company is necessary to constitute a quorum for the transaction of business. Based on the votes submitted by proxy prior to this meeting, a quorum is present and this meeting is properly and legally convened. The next order of business is the presentation of the company's financial statements for the year ended December 31, 2022, which are contained in the company's annual report previously circulated to all shareholders. The Secretary will note that the financial statements for the year ended December 31, 2022, have been received by the shareholders at this meeting. The next order of business is the election of 3 Class III directors of the company to serve through the 2024 Annual Meeting. The proxy statement sent to you prior to this meeting lists the company's nominee for Director, Mark Casale, Douglas Pauls and William Spiegel. Each of whom have been nominated by the company's nominating Governance and Corporate Responsibility Committee and Board of Directors. In accordance with the bylaws of the company, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Based on the votes submitted by proxy prior to the meeting, each of Mark Casale, Douglas Pauls and William Spiegel have been elected to serve a Class III member of the Board of Directors through the 2026 Annual General Meeting of Shareholders, with each candidate receiving affirmative votes representing more than a majority of the votes cast. The next item of business is the reappointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2023, and until the 2024 Annual Meeting and to refer the determination of the auditor's compensation to the Board of Directors. The reappointment of PricewaterhouseCoopers is discussed in the proxy statement for this meeting. At this time, I would like to recognize Ken Dobbs from PricewaterhouseCoopers, who is with us today. Based on the votes submitted by proxy prior to this meeting, the appointment of PwC as the company's independent registered public accounting firm for the year ending December 31, 2023, and until the 2024 Annual Meeting and the referral of the determination of the auditor's compensation to the Board of Directors have been approved by more than a majority of the votes cast. The next item of business is to approve the 2022 compensation of the company's named executive officers. This proposal is a nonbinding shareholder advisory vote. The company's executive compensation is discussed in the proxy statement for this meeting. Based on the votes submitted by proxy prior to this meeting, the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC has been approved by the shareholders by more than a majority of votes cast. The final order of business is to approve the Essent Group's Limited 2013 long-term incentive plan as amended and restated as discussed in the proxy statements for this meeting. Based on the votes submitted by proxy prior to this meeting, the Essent Group Limited 2013 long-term incentive plan as amended and restated and as disclosed in the proxy statement has been approved by the shareholders by more than a majority of the votes cast. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance and interest.