Five Point Holdings, LLC (FPH) Earnings Call Transcript & Summary

Hello, and welcome to the Five Point Holdings 2020 Annual Meeting of Shareholders. I will now turn the call over to Emile Haddad, Chairman and Chief Executive Officer of Five Point.

Thank you very much. Good afternoon, and welcome to the 2020 Annual Meeting of the Shareholders of Five Point Holdings LLC. I'm Emile Haddad, and I will be presiding as Chairman of this meeting. As you know, this year's meeting is being held virtually due to the concerns of COVID-19. We are pleased that you are all able to be with us today, even if it is online rather than in person. We hope that everyone in your workplace and at home is safe and healthy. At this time, I call the meeting to order. Please note that the agenda for this meeting is available online at the virtual meeting platform. There are 2 items of business on today's agenda. Item 1, the election of Kathleen Brown, Gary Hunt and Michael Winer as Class II directors, each to serve for a 3-year term, expiring at the 2023 Annual Meeting of Shareholders; and 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2020. I'd like to take this opportunity to welcome our directors and officers who are attending today's virtual meeting. All of our directors are in attendance, including our Lead Director, Mike Rossi as well as Rick Beckwitt, Kathleen Brown, Will Browning, Evan Carruthers, Jon Foster, Gary Hunt, Jon Jaffe, Stuart Miller and Mike Winer. As described in our proxy materials, Rick Beckwitt and Jon Jaffe will be stepping down from the Board effective as of today. They have decided to resign in order to allow the company to further diversify its Board membership without having to increase the size of the Board. I would like to thank them both for their years of service to the company. Their insight and guidance have been invaluable, and we will certainly miss them both. Of course, we are fortunate to have Stuart Miller as a member of our Board, who will continue to represent the interests of Five Point shareholders alongside our other directors. I would also like to acknowledge our executive team, including Lynn Jochim, our Chief Operating Officer; Erik Higgins, our Chief Financial Officer; Mike Alvarado, our Chief Legal Officer and Secretary; and Greg McWilliams, our Chief Policy Officer. Finally, I would like to welcome [ Ryan Martin ], a partner with Deloitte, our independent accountants. Mr. [ Martin ] has no formal statement to make, but will be available to respond to appropriate questions from shareholders later during the Q&A session. The rules of conduct for today's meeting are available online at the meeting website. To conduct an orderly meeting, we ask that all participants abide by these rules. Any shareholders attending the meeting with a valid 16-digit control number, have the availability to vote and to submit questions through the meeting website. Please submit any questions as soon as possible to make sure they are received in a timely fashion. If you've already voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is necessary. If you already voted by proxy but want to change your vote or if you are a record holder and wish to vote, please have your control number in hand and click on the voting link at the meeting website. The polls have been opened for voting since the beginning of this meeting at 2 p.m. Pacific Time. The polls will be closed to voting after we go through the matters to be voted on this meeting. We will not accept ballots, proxies, revocations or changes after the closing of the polls. [ Cynthia Skoglund ] has been appointed to act as the inspector of election for this meeting. The inspector of election determines the number of votes represented in person and by proxy at this meeting. Though the authenticity and validity of the proxy is the existence of the quorum and the number of votes cast on all matters. Ms. [ Skoglund ] has submitted her oath as inspector and the Secretary will file it with records of the meeting. We will now begin the formal part of the meeting. The Board of Directors set April 13, 2020, as the record date for determining shareholders entitled to vote at this meeting. I have been advised by Broadridge Financial Solutions that notice of this annual meeting was first mailed or made available on or about April 28, 2020, to shareholders of record on the record, and I have received an affidavit to that effect. We have a certified list of all holders of record at the close of business on April 13, 2020. A duplicate tracker has been on file at the office of the company for the last 10 days available for inspection by any shareholder at any time during ordinary business hours. Before acting upon the official business of this meeting, we will determine whether a quorum is present. Ms. [ Skoglund ] has informed me that the preliminary tabulation of the opening of the meeting shows that 92% of the company's shares are represented here today, either in person or by proxy. Since at least a majority of the company's shares are represented here today, a quorum is present. The meeting is duly constituted and the business of the meeting may proceed. The proposals to be voted on at this meeting are described in our proxy statement that was made available to all shareholders. Each proposal will be voted on separately. As a reminder, the polls are now open and will close after the last proposal has been presented. The first item of business today is the election of 3 Class II directors to our Board of Directors. The Class II directors will each serve for a 3-year term expiring at the 2023 Annual Shareholders Meeting. The Board of Directors nominees for election as Class II directors are Kathleen Brown, Gary Hunt and Michael Winer. The election of each director would require the affirmative vote of a plurality of the votes cast on this proposal. The Board of Directors unanimously recommends a vote for the election of Ms. Brown, Mr. Hunt and Mr. Winer as Class II directors. The final order of business is the ratification of the appointment of Deloitte as the company's independent accountants for the fiscal year ending December 31, 2020. The Audit Committee of the Board has appointed Deloitte to serve in this capacity. The approval of this proposal requires the affirmative vote of the majority of the votes cast on this proposal. The Board of Directors unanimously recommends that shareholders vote in favor of this proposal. That concludes the voting at today's meeting. And the polls for each matter to be voted on this meeting are now closed. The inspector for elections has tallied the votes and will now announce the preliminary results.

As of this time, based on the preliminary results of all director nominees have been elected to serve until the 2023 annual meeting or until their successors are duly elected and qualified. And based on the preliminary results, Deloitte & Touche has been ratified as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020.

Thank you. Following verification of proxies and ballots, the inspector will file a detailed certificate of results under oath with the company's records and the companies will report the official and final voting results for the matters voted on at the meeting. The inspector of election will prepare the written report of the final vote count with respect to the proposal -- proposals voted on today, which we included in the minutes of the meeting. This concludes the official business of the meeting, I declare this meeting adjourned and will turn it over to Mike Alvarado, our Chief Legal Officer, for questions and answers.

Thank you, Emile. As a reminder, only confirmed shareholders of the record date are permitted to ask questions. [Operator Instructions] While we may try -- while we will try to answer all questions that are germane to the business of the meeting, due to time constraints or to questions appear to be of individual concern, we may not answer the question during this meeting. Thank you in advance for your cooperation. Okay. Since it appears there are no questions, that completes our agenda, and this concludes the proceedings. On behalf of Emile and the rest of the Board of Directors, we would like to express our appreciation to the shareholders who attended online today as well as to those who submitted their proxies, but were unable to attend. Thank you for participating and for your investment in Five Point.

Thank you.