First Industrial Realty Trust, Inc. (FR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of First Industrial Realty Trust, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Peter Baccile, President and Chief Executive Officer of First Industrial Realty Trust, Inc. Mr. Baccile, the floor is yours.

Thank you, operator, and good morning, everyone. I would like to welcome all of our shareholders to our 2020 annual meeting. First, I would like to point you to our safe harbor statement regarding forward-looking statements found in our press release and SEC filings. Before we get to the business of the meeting, first and foremost, I hope that you and your loved ones are staying healthy. We are all hopeful that our collective efforts as a country will help us manage through the COVID-19 pandemic safely and as soon as possible. I would also like to thank our shareholders for their ongoing support and investment in First Industrial. I thank our Board members for their invaluable leadership and contributions. We also appreciate our customers for choosing First Industrial to serve their supply chain needs. Lastly, I would like to express my gratitude to the entire First Industrial team, many of whom are also shareholders. Their outstanding contributions to our business and to the communities in which we live and work resulted in a successful 2019. Our entire team is committed to driving long-term cash flow growth and value for our stakeholders through our national platform, backed by our strong balance sheet. In these unique times, in which the COVID-19 pandemic is impacting the U.S. and the global economy, our team has quickly adapted and is performing exceptionally well, serving our customers seamlessly. With that, I would like to turn the call over to Bruce Duncan, our Chairman. Bruce?

Thank you, Peter. I, too, would like to welcome all of you to our 2020 Annual Meeting of Stockholders of First Industrial Realty Trust, Inc. As Chairman of the Board of Directors of the company, I hereby call this meeting to order. At this time, I would like to introduce you to the other directors of the company: Peter Baccile; Matthew Dominski; Patrick Hackett; Denise Olsen; John Rau; Peter Sharpe; and our new director who will be elected today, Teresa Bazemore. Next, I would like to introduce the other members of our senior management team at First Industrial who are here today: Scott Musil, our Chief Financial Officer; Jojo Yap, our Chief Investment Officer and Executive Vice President, West Region; David Harker, Executive Vice President, Central Region; Peter Schultz, Executive Vice President, East Region; Bob Walter, Senior Vice President, Capital Markets and Asset Management; Chris Schneider, Chief Information Officer and Senior Vice President, Operations; Arthur Harmon, Vice President, Investor Relations and Marketing; Jennifer Matthews Rice, General Counsel and Secretary; Don Stoffle, Executive Director of Dispositions; and Sara Niemiec, Chief Accounting Officer. I would also like to acknowledge Jacqueline Kelly, our engagement partner with the independent registered public accounting firm of PricewaterhouseCoopers LLP. And finally, I would like to introduce Matthew Jackson from Barack Ferrazzano Kirschbaum & Nagelberg LLP, the company's corporate counsel. Mr. Jackson will serve as the inspector of elections for the meeting. Our agenda this morning will be, first, to conduct the business of the meeting, which includes the election of directors, approval of the amendment to the 2014 Stock Incentive Plan, approval of the executive compensation of the company's named executive officers on an advisory basis; and ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm. Then following adjournment of the meeting, we will entertain any questions you may have. The polls are now open. Stockholders who have already submitted a signed proxy card need not vote by ballot at this meeting. If there are any proxies not yet submitted, please vote at this time using the link titled Cast Your Vote on your computer screen. The Board of Directors established March 12, 2020 as the record date for determining all stockholders entitled to receive notice of and vote at this meeting. Ms. Secretary, will you please present the notice of the meeting as well as evidence of its mailing?

Notice of the meeting was mailed on or about April 7, 2020 to all stockholders of record as of the record date. The notice of the meeting and affidavit of mailing of the notice will be included in the books and records of the company minute book.

Thank you, Ms. Secretary. Can you next report whether the shares represented at the meeting, in person or by proxy, are sufficient to constitute a quorum?

Mr. Chairman, the company has received proxies of stockholders of the company's common stock. They are in excess of 160,872,000 common shares represented at this meeting, which constitutes approximately 91% of the outstanding shares entitled to vote here today. A quorum is present.

Thank you, Ms. Secretary. Since the majority of the voting shares are represented here today, a quorum is present, and we can proceed to the business of the meeting. There are 4 proposals before the stockholders this morning. The first proposal is to elect 8 directors to the Board to serve until the 2020 Annual Meeting of Stockholders. The Board has nominated Peter Baccile, Teresa Bazemore, Matthew Dominski, Patrick Hackett, Denise Olsen, John Rau, Peter Sharpe and me to serve as directors until the 2020 Annual Meeting of Stockholders. The second proposal is to approve an amendment to the 2014 Stock Incentive Plan to increase the number of shares that may be issued under the plan by 2,750,000 shares. The third proposal is to approve, on an advisory basis, the company's compensation of its named executive officers as set forth in the proxy statement. The fourth proposal is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. Again, if there are any stockholders who did not turn in their proxies or who would wish to vote by ballot, please vote using the link titled Cast Your Vote on your computer screen. All of the proposals to be voted on at this meeting are now before us, and I believe that the votes have been tallied. Will the secretary please present the results?

Mr. Chairman, the results of the votes are as follows. First, Mr. Chairman, you, Peter Baccile, Teresa Bazemore, Matt Dominski, Pat Hackett, Denise Olsen, John Rau and Peter Sharpe each received more than a majority of the votes cast. Accordingly, you have each been elected as directors of the company to serve until the next annual meeting. Second, a majority of the votes cast were voted in favor of the amendment to the 2014 Stock Incentive Plan. Third, a majority of the votes cast were voted in favor of the company's compensation of its named executive officers as disclosed in the proxy statement. Fourth, a majority of the votes cast were voted in favor of the Audit Committee's appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. Accordingly, each of the 4 proposals has been approved.

That concludes the official business of this meeting. The meeting is hereby adjourned. We will now respond to any questions that you submit through the message icon on your computer screen. Mr. Harmon, do we have any questions?

Mr. Chairman, at this time, we do not have any questions.

Thank you. Well, we appreciate your participating in the 2020 Annual Stockholders Meeting, and we wish you and your families good health. Thank you for coming.

This concludes this meeting. You may now disconnect.