FormFactor, Inc. (FORM) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for FormFactor. Our host for today's call is Tom St. Dennis, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. St. Dennis. You may begin, sir.

Thank you. Good afternoon. I'm Tom St. Dennis, Chairman of the Board of FormFactor. And I call FormFactor's 2020 Annual Meeting of Stockholders to order. In light of the recent public health concerns relating to COVID-19, we're holding this year's Annual Meeting of Stockholders through this virtual format. We intend to return to in-person meetings again next year, if circumstances permit. Before proceeding to the business of the meeting, I will note that -- the company's Board members who are present. These are Michael Slessor, our CEO; Ray Link; Lothar Maier; Rebeca Obregon-Jimenez, Sheri Rhodes; Edward Rogas, Jr.; and Kelley Steven-Waiss. Also present by telephone is Rod Clark, representative of KPMG, the company's independent registered public accounting firm. Vandana Chand is acting as the inspector of election. She signed an oath to act in that capacity, which will be filed with the minutes of this meeting. We're being assisted today by Broadridge Financial Services in the tabulation of votes. Jason Cohen, the company's Corporate Secretary, will act as the Secretary of this meeting. If you wish to submit a question, you may do so during the meeting by typing your question into the box at the bottom left-hand side of the screen. Following the conclusion of the formal portion of the meeting, we will answer submitted questions that relate to items of business for this meeting. Though we may not be able to answer every question, we will provide a response to as many questions as time allows. On procedural matters for today's annual meeting, a one-page Rules of Conduct has been provided online that everyone is expected to follow. Mr. Cohen will now report on mailing of the notice of this meeting and the presence of a quorum.

This meeting is held pursuant to the notice mailed on or about April 3, 2020, to each stockholder of record on March 20, 2020, under the SEC's Notice and Access rules. All documents concerning the notice of the meeting, including a list of stockholders and the declaration of mailing, are available for inspection and will be filed with the records of the meeting. At this meeting, we have over 70,855,000 shares of the company's common stock present in person or by proxy. This is over 93% of the outstanding common stock of the company as of the record date. The polls are open for voting. If you have already voted by proxy, you need not vote again at this meeting. If you are entitled to vote and if you have not voted or if you would like to change your vote, you may do so by clicking the Vote Here button on the bottom right corner of the webcast portal and following the instructions provided.

Based on that, I hereby declare a quorum present at this meeting, and this meeting is authorized to transact business. I hereby request that the tabulation report be filed with the minutes of this meeting. The first matter to be voted upon by FormFactor stockholders is the election of 3 Class 2 directors to serve until the 2023 annual meeting, 1 Class 3 director to serve until the 2021 annual meeting and 1 Class 1 director to serve until the 2022 annual meeting.

Mr. Chairman, in accordance with the recommendation and nomination of the Nominating and Governance Committee, I hereby nominate for election Raymond Link, Michael Slessor and Thomas St. Dennis as Class 2 directors; Rebeca Obregon-Jimenez as a Class 3 director; and Sheri Rhodes as a Class 1 director. Pursuant to the company's bylaws, no other nominations will be accepted.

The second matter to be voted upon is an advisory vote on the company's executive compensation.

Mr. Chairman, in accordance with the recommendation of the Compensation Committee and the Board of Directors, I hereby recommend that the compensation paid to the company's named executive officers, as disclosed in the company's proxy statement, be approved.

The third matter to be voted upon is the approval of an amendment and restatement of FormFactor's 2012 Executive Incentive Plan (sic) [ 2012 Equity Incentive Plan ].

Mr. Chairman, the Compensation Committee and the Board of Directors recommend the amendment and restatement of the company's 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 3,500,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2030, as disclosed in the company's proxy statement.

The fourth matter to be voted upon by the company's stockholders is the ratification of the selection of KPMG LLP as the company's independent auditor for fiscal 2020.

Mr. Chairman, the Audit Committee and the Board of Directors recommend the selection of KPMG as the company's independent auditor for fiscal 2020. I hereby move to ratify such selection. This concludes the presentation of the proposal for voting at this meeting. The polls remain open for voting on the 4 matters that have been presented at this meeting. If you have already voted by proxy, you need not vote again at this meeting. If you are entitled to vote and if you have not voted or if you would like to change your vote, you may do so by clicking the Vote Here button at the bottom-right corner of the webcast portal and following the instructions provided. We'll now pause to allow stockholders to complete their voting. [Voting]

The polls are now closed. No additional votes may be submitted. We will now take a moment to review the preliminary results of voting.

Mr. Cohen, our Secretary, will now provide a report of the results of the voting.

Based upon the preliminary information available from the tabulator and the inspector of election, subject to the final count and certificate of tabulation, the election of Raymond Link, Michael Slessor and Thomas St. Dennis as Class 2 directors is approved; the election of Rebeca Obregon-Jimenez as a Class 3 director is approved; and the election of Sheri Rhodes as a Class 1 director is approved. The compensation paid to FormFactor's named executive officers, as disclosed in the company's proxy statement, is approved by advisory vote. The amendment and restatement of FormFactor's 2012 Equity Incentive Plan, as proposed, is approved. The selection of KPMG LLP as FormFactor's independent auditor for fiscal 2020 is ratified.

I request that the report of the inspector of election, when completed, be filed with the minutes of the meeting. There are no other items of business for this meeting, and we now adjourn FormFactor's 2020 Annual Meeting. At this point, we'd like to respond to any stockholder questions, and Mr. Cohen will read the questions we've received by way of the website portal.

Mr. Chairman, it appears that no such questions have been submitted, and that we may now conclude the meeting.

Thank you, Mr. Cohen. With that, we will close the meeting, and the meeting is now concluded. Thank you very much.