Gibraltar Industries, Inc. (ROCK) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Gibraltar Industries Annual Meeting. [Operator Instructions] I would now like to hand the conference over to your speaker today, Bill Montague. Sir, please go ahead.

Thank you. Good morning, and welcome to the 2020 Annual Stockholders Meeting of Gibraltar Industries. I'm Bill Montague, Chairman of the Board. I'd like to thank you all for joining us today. Because of the pandemic, this is the first time in 27 years that we are having a virtual annual meeting because we like to put the safety of our shareholders, our stakeholders and our team members first. We'll conduct the business portion of the meeting first and try to answer any questions at the end. Though we may not be able to answer every question, we'll do our best to provide responses to as many as possible. In keeping with the digital approach to this year's meeting, today is May 6, 2020, slightly after 11 o'clock, and this meeting is officially called to order. Now I'd like to introduce the other members of the Board attending today's virtual annual meeting: Bill Bosway, who is President and Chief Executive Officer and has been a Director since January 2019; Mark Barberio, who has served as a Director since 2018; Sharon Brady, who has served as a Director since 2015; Craig Hindman, who has served as a Director since 2014; Vinod Khilnani, who has served as Director since 2014; Linda Myers, who was appointed as a Director in February and is current; Jim Nish, who has served as a Director since 2015; and Atlee Valentine Pope, who was appointed as a Director in February. We are also today joined by Ernst & Young, our independent auditors. [ James Bellevue ] will be available during the question-and-answer period of the meeting to respond to any questions. Also available during the question-and-answer session of the meeting will be Bill Bosway; Tim Murphy, CFO. And further, with the authority invested in the Chairman, I hereby appoint Cindy Casillo and Lori Rizzo as inspectors of election. The inspectors of election are with us today and have taken the oath of inspector of election earlier today. The polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the Voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. It's my pleasure to introduce Gibraltar Industries Secretary, Jeff Watorek. Jeff will act as Secretary of the meeting.

Thanks, Bill. After the presentation of election results, we will provide time for questions germane to the annual meeting. Please note that this meeting is being recorded. The Board of Directors fixed March 18, 2020, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that on or about April 3, 2020, a copy of the notice of this annual meeting of stockholders and related proxy materials were mailed to each of the stockholders of record and will be incorporated into the minutes of this meeting. That stockholders list certified by American Stock Transfer and Trust, the transfer agent and registrar for the company's stock, shows that as of the close of business on the record date, there were 32,400,392 shares of common stock outstanding and entitled to vote this meeting. We are informed by the inspectors of election that there are represented, in person or by proxy shares of common stock representing 29,749,845 votes or approximately 92% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal 1 is the election of directors. The Board has nominated Mark Barberio, Bill Bosway, Sharon Brady, Craig Hindman, Vinod Khilnani, Bill Montague, Linda Myers, Jim Nish and Atlee Valentine Pope for election as directors to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified. Proposal 2 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a say on pay vote, is a nonbinding vote although the Compensation Committee will certainly take the results of the vote into account when making future compensation decisions. Proposal 3, the final proposal, is the ratification of the selection of Ernst & Young as the independent registered public accounting firm of the company for fiscal year ended December 31, 2020. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. Bill, we haven't seen any comment.

So we can move forward. Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Gibraltar Industries Annual Stockholder Meeting closed. Do we have preliminary results?

We do. We have been informed by the inspectors of election that the preliminary vote report shows that the nominees for election to the Board have been duly elected. The advisory vote on executive compensation, say on pay, was approved by a majority vote. And the selection of Ernst & Young as an independent registered public accounting firm was ratified by a majority vote. The company will be reporting the final results in the form of an 8-K to be filed within 4 business days. This concludes the business for which the meeting was called.

Thank you, Jeff. Now we'd like to open things up for stockholder questions that are being entered today on the web portal. Please note, we will attempt to answer as many questions as we can. Our question-and-answer period has ended. There were no questions. I'd like to thank our stockholders for their continued support. Be assured that our directors, officers, employees will continue to work diligently to justify that support and create value for you. And just like to thank the Gibraltar team, the customers and suppliers in this extraordinary time that we're all going through together. And we wish for you and your families and all your friends a safe and healthy time. The 2020 Annual Meeting of Stockholders of Gibraltar Industries is now adjourned.

Ladies and gentlemen, this concludes today's program. Thank you for participating. You may now disconnect.