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

Welcome to the 2021 Annual Meeting for FormFactor. Our host for today's call is Chairperson of the Board of Directors of FormFactor, Tom St. Dennis. [Operator Instructions] I will now turn the call over to your host, Mr. St. Dennis. You may begin.

Good afternoon. As Chairperson of the Board of Directors of FormFactor, I call FormFactor's 2021 Annual Meeting of Stockholders to order. In light of 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 the company's Board of Directors who are present. They are Michael Slessor; Ray Link; Lothar Maier; Rebeca Jimenez; Sheri Rhodes; Edward Rogas, Jr.; and Kelley Steven-Waiss. Also present by telephone are representatives 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, and it will be filed with the minutes of this meeting. We're being assisted today by Broadridge Financial Services in the tabulation of the vote. Jason Cohen, the company's Corporate Secretary, will act as Secretary of this meeting. [Operator Instructions] Following the conclusion of the formal portion of the meeting, we'll answer submitted questions that relate to the items of the business for this meeting. We may not be able to answer every question. We will provide a response to questions as times allow. 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.

Thank you. This meeting is held pursuant to the notice mailed on or about March 31, 2021, to each stockholder of record on March 19, 2021, under the SEC's Notice and Access rule. All documents concerning the notice of the meeting, including the 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 73,565,290 shares of the company's common stock present in person or by proxy. This represents over 94% of the outstanding common stock of the company as of the record date.

Therefore, I 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's stockholders is the election of 2 Class III directors to serve until the 2024 Annual Meeting.

Mr. St. Dennis, in accordance with the recommendation and nomination of the Governance and Nominating Committee, I hereby nominate for election Rebeca Obregon-Jimenez and Kelley Steven-Waiss, each as a Class III director. Pursuant to the company's bylaws, no other nominations will be accepted.

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

Mr. St. Dennis, 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 described in the company's proxy statement be approved.

Third 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 2021.

Mr. St. Dennis, the Audit Committee and the Board of Directors recommend the selection of KPMG LLP as the company's independent auditor for fiscal 2021. I hereby move to ratify such election. This concludes the presentation of the proposals for voting at this meeting. The polls are now open for voting on the matters that have been presented at this meeting. If you have already voted by proxy, you need not vote again at this meeting. You are -- 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 Button on the bottom right corner of the webcast portal and following the instructions provided. We will 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.

I will ask that the Secretary provide a report of the results of the voting as soon as those votes have been compiled.

Thank you. 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 Rebeca Obregon-Jimenez and Kelley Steven-Waiss as Class III directors is approved. The compensation paid to FormFactor's named executive officers as disclosed in the company's proxy statement is approved by advisory vote. And the selection of KPMG LLP as FormFactor's independent auditor for fiscal 2021 is ratified.

I therefore request that the report of the inspector of election, when completed, be filed with the minutes of this meeting. There are no other items of business for this meeting, and so we will now conclude the formal portion of the 2021 Annual Stockholders Meeting, and I hereby adjourn that meeting. At this point, we'd like to respond to any questions that have been received. And Mr. Cohen will read the questions that we have received by the website portal.

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

Very good. Thank you. This meeting has now concluded. Thank you for attending.

That concludes the meeting. Thank you for joining, and have a pleasant day.