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

May 3, 2023

New York Stock Exchange US Real Estate Industrial REITs shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

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 Peter Baccile, Chief Executive Officer of First Industrial Realty Trust, Inc. Mr. Baccile, the floor is yours.

Peter Baccile

executive
#2

Thank you, operator. Good morning. I would like to welcome all of our shareholders to our 2023 annual meeting. At the outset of this meeting, I would like to point everyone attending to our safe harbor statement regarding forward-looking statements found in our SEC filings. Before we get to the business of the meeting, please allow me to acknowledge and express my gratitude to key constituencies that made 2022 another excellent year for our company. Thank you to our shareholders for your ongoing support and investment in First Industrial, and thank you to our customers for choosing our buildings to be integral parts of your supply chain and to our valued business partners who contribute to our organizational success. To my fellow Board members, I'm grateful for your invaluable leadership, insights and contributions in guiding us along the path of disciplined growth. Finally, thanks to all of my First Industrial teammates. So many of you, our shareholders and all of you, bring a true ownership mentality to the care by which you work together. You demonstrate that care every day as you serve our customers, manage our portfolio, execute on our development and acquisitions and contribute to our communities. I know each of you share my excitement about our opportunities to continue to drive long-term cash flow growth and value for our stakeholders. With that, I would like to turn the call over to Matt Dominski, our Chairman. Matt?

Matthew Dominski

executive
#3

Thank you, Peter. I, too, would like to welcome you to our 2023 Annual Meeting of stockholders of First Industrial Realty Trust, Inc. As Chairman of the Board of Directors of the company, I hereby call the meeting to order. At this time, I would like to introduce you to our other directors: Peter Baccile, Teresa Bazemore, Patrick Hackett, Denise Olsen, John Rau and Marcus Smith. Next, I would like to introduce you to the members of our senior management team at First Industrial who are here today: Scott Musil, the company's Chief Financial Officer; Jojo Yap, our Chief Investment Officer and Executive Vice President of our West Region; Peter Schultz, our Executive Vice President of the East Region; Robert Walter, Senior Vice President, Capital Markets and Asset Management; Chris Schneider, Chief Information Officer and Senior Vice President of Operations; Jennifer Matthews Rice, General Counsel and Secretary; Art Harmon, Vice President, Investor Relations and Marketing; Don Stoffle, Executive Director of Dispositions; and Sara Niemiec, Chief Accounting Officer. Next, I would also like to acknowledge Jacqueline Kelly, our engagement partner with the independent registered public accounting firm of PricewaterhouseCoopers LLP, and Matthew Jackson from Barack Ferrazzano Kirschbaum & Nagelberg LLP, the company's corporate counsel. Mr. Jackson will serve as the Inspector of Election 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 executive compensation of the company's named executive officers on an advisory basis; approval on an advisory basis of the frequency of future advisory votes on the executive compensation of the company's named executive officers; 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. [Voting]

Matthew Dominski

executive
#4

The Board of Directors established March 9, 2023, 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 the evidence of its mailing.

Jennifer Matthews Rice

executive
#5

Notice of the meeting was mailed on or about April 5, 2023, 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.

Matthew Dominski

executive
#6

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?

Jennifer Matthews Rice

executive
#7

Mr. Chairman, the company has received proxies of stockholders representing in excess of a majority of the company's common stock, which is the minimum required for a quorum. A quorum is present.

Matthew Dominski

executive
#8

Thank you, Ms. Secretary. Since the majority of the company's common stock are represented here today, a quorum is present, and we can proceed to the business of the meeting. There are 4 proposals before stockholders this morning. The first proposal is to elect 7 directors to the Board to serve until 2024 Annual Meeting of the Stockholders. The Board has nominated Peter Baccile, Teresa Bazemore, Patrick Hackett, Denise Olsen, John Rau, Marcus Smith and me to serve as directors until the 2024 Annual Meeting of the Stockholders. The second 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 third proposal is to approve on an advisory basis the frequency with which the company's stockholders would like to cast an advisory vote on the compensation of the company's named executive officers. 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, 2023. Again, if there are any stockholders who did not turn in their proxies or who wish to vote by ballot, please use the link titled cast your vote on your computer screen. [Voting]

Matthew Dominski

executive
#9

Thank you for voting today and the polls are now closed. All of the proposals to be voted upon at this meeting are before us, and I believe the votes have been tallied. Will the secretary please present the results?

Jennifer Matthews Rice

executive
#10

Mr. Chairman, the results of the vote are as follows. First, Mr. Chairman you, Mr. Baccile, Ms. Bazemore, Mr. Hackett, Ms. Olsen, Mr. Rau and Mr. Smith 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 2024 Annual Meeting. Second, 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. Third, a majority of the votes were cast in favor of casting an advisory vote on the compensation of the company's named executive officers on an annual basis. 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, 2023. Accordingly, each of the 4 proposals has been approved.

Matthew Dominski

executive
#11

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?

Art Harmon

executive
#12

Mr. Chairman, there are no questions.

Matthew Dominski

executive
#13

We appreciate you participating in the 2023 Annual Stockholder Meeting and wish you and your families good health. Thank you for joining.

Operator

operator
#14

This concludes the meeting. You may now disconnect.

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