Graham Corporation (GHM) Earnings Call Transcript & Summary

Good morning. I am Jim Malvazo, Chairman of the Board of Directors of Graham Corporation. It's my pleasure to welcome all of you to this -- all of you this morning. In light of public health concerns regarding COVID-19, as to protect our stockholders, directors, officers, employees and families, we are holding our annual meeting virtually via webcast this year. The agenda for the meeting is displayed on your screen. You will also find the media materials, including the rules of conduct, available for you there as well. Before we formally start the meeting, let me remind you that only persons who were stockholders of record as of the close of business on June 19, 2020, and have registered with their control number may vote or ask questions at this meeting. You do not need to recast your vote during the meeting if you have already voted. However, if you wish to change your vote, or if you have not previously voted, you may vote online during the meeting by clicking on the voting button on the web portal and following the instructions there. If you wish to vote during the meeting, we encourage you to go ahead and do so now. The polls are currently open and will close after I review the proposals for stockholder actions. In addition to the Board and management, joining us today are James Brennan and Joe Titano of Deloitte & Touche, LLP, our independent registered public accounting firm; and Dan Cannell, our partner at Harter Secrest & Emery LLP; our attorneys and our Assistant Corporate Secretary. I'm now calling to order the 2020 annual meeting of stockholders of Graham Corporation. First, preliminary matters. As with every annual meeting, there are a series of corporate formalities and matters of official business to which we must attend. With your indulgence, I will take care of those matters first. We have in our possession a copy of the affidavit of distribution and proxy materials. The affidavit will be annexed to the minutes of the meeting and filed in the company's minute book. We are also in possession of a list of stockholders of record at the close of business on June 19, 2020, the record date for the meeting set by the Board of Directors. As of the record date, there are 9,968,962 shares eligible to vote at this meeting, of which 8,891,306 shares are represented at the meeting virtually or by proxy. Based on this report, I now declare the meeting officially open for business. The first order of business to consider and act upon is the election of directors. The Nominating and Corporate Governance Committee of the Board has nominated James J. Barber and Gerard T. Mazurkiewicz, each to serve as directors of the company for a 3-year term expiring at the company's annual meeting to be held in 2023 or until a successor is duly elected and qualified. The second proposal is to approve, on an advisory basis, the compensation of the company's named executive officers. The third proposal is to approve the 2020 Graham Corporation Equity Incentive Plan. The fourth and final proposal is to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2021. Again, if you have already voted, you do not need to vote again unless you want to change your vote. If you would like to vote, you may do so by clicking the Vote Here button on the screen. Only the latest vote you submit will be counted. [Voting]

I now declare the polls are closed. I ask the inspectors of elections to tabulate the votes on each proposal. At this time, I will ask Jim Lines, our President and CEO, to join me in answering any appropriate questions from stockholders. Do we have any questions?

Mr. Chair, there are no questions.

Thank you. I now ask the inspector of elections to report on the results of the voting.

Based on the number of votes cast in person or by proxy, each proposal has received the required number of votes, and therefore, each director has been duly elected. Stockholders have approved on an advisory basis the compensation of the company's named executive officers, the stockholders have approved the 2020 Graham Corporation Equity Incentive Plan, and the stockholders have ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2021.

The company plans on publishing the final voting results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 business days after this meeting. There being no other business to properly come before the annual meeting in accordance with the company's bylaws, the inspectors of election are directed to file their report of the voting results with the Corporate Secretary, which report will be annexed to the minutes of this meeting. This concludes the 2020 annual meeting of Stockholders of Graham Corporation. Thank you for participating.

Ladies and gentlemen, that does conclude our conference for today. Thank you for your participation. You may all disconnect.