HA Sustainable Infrastructure Capital, Inc. (HASI) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Hannon Armstrong Sustainable Infrastructure Capital Inc. Annual Shareholder Meeting being conducted via webcast. At this time, I would like to introduce Mr. Jeffrey Eckel, Chairman and Chief Executive Officer of the company and Chairman of this meeting.

Good morning. I want to welcome you to our 2020 Annual Meeting of Stockholders via webcast, which is now formally called to order. We are pleased to have each of you in attendance today. If you haven't voted by proxy already, I encourage all stockholders attending this meeting via webcast and who have their control numbers from their proxy cards to vote now by pressing the proxy vote link on your screen and follow the instructions provided. I also ask that you all please note the order of business and the rules of conduct posted on the screen. In years past, I've used this meeting to provide a brief summary of the state of the business. Given our outreach to 170 investors through conference calls over the past 3 months, I believe the financial state of the business and our COVID-19 response has been adequately addressed. I will use this meeting instead to summarize actions the company is taking to address racial violence in the country. While this might seem an unusual forum to address a social issue, our stakeholders include employees, whether of color or not, who care deeply about the issue. And as a leader in environmental, social and governance practices, we simply must address this social issue. Our actions include convening listening sessions to provide a platform for sharing experiences, holding learning sessions to understand how and where those of us with privilege can be constructive allies and advocates, and finally, expanding our charitable giving match by another $1,000 per employee for donations made to organizations confronting racial and economic justice, voter suppression and other civil rights violations. To be perfectly clear, Hannon Armstrong stands with our black employees and the black community in the fight against systemic racism. We condemn and abhor the injustice perpetuated against people of color. For our colleagues and communities hurting right now, please know that you are not alone. Now let me begin the business portion of the meeting by introducing Steve Chuslo, who will serve as secretary of the meeting; and Vito Cirone of American Stock Transfer, who will be serving as the inspector of election. Our order of business this morning will be to accept the proposals to be considered, collect the votes and then receive a preliminary report from the inspector of election about the results. Such proposals are set forth in detail in the notice of annual meeting and the proxy statement of the company related to the annual meeting dated April 14, 2020, and mailed to the shareholders. Immediately following the formal meeting, Jeff Lipson, our CFO, and I will welcome any questions you may have about HASI. This brings us to the second item on the order of business, the report of the secretary. Steve Chuslo, will you please present the certificate of mailing?

Yes. Thank you, Jeff. Mr. Chairman, I present the affidavit of mailing, which states that written notice of the record date of this 2020 Annual Meeting of Stockholders of Hannon Armstrong Sustainable Infrastructure Capital, Inc., together with the related proxy statement, proxy cards and 2019 annual report were mailed on April 22, 2020, to each stockholder of record as of April 9, 2020, the record date for this annual meeting. In addition, I present the following: copies of the written notice of the 2020 Annual Meeting of Stockholders stating the date, time and place of the annual meeting; and copies of the related proxy statement, proxy cards and the 2019 annual report, which accompanied the written notice of this annual meeting.

Thank you, Steve. The secretary is directed to incorporate a copy of the certificate of mailing, written notice of the 2020 Annual Meeting of Stockholders, including the related proxy statement, proxy cards and the 2019 annual report as part of the minutes of this annual meeting. This brings us to the third item on the order of business, which is determination of a quorum. The bylaws of the company provide that the presence in person via webcast or by proxy of stockholders entitled to vote a majority of the shares of common stock outstanding on the record date constitutes a quorum. The inspector of election is in charge of calculating the votes from the proxies and the stockholders present via webcast. Vito, do we have a quorum?

Yes, we have a quorum. A majority of the votes entitled to be cast as of the record date, April 9, 2020, are represented at the meeting.

Thank you, Vito. I hereby declare that a quorum is present. It is now 9:36 a.m. on June 4, 2020. The polls are now open. There are 3 proposals to be voted on by the stockholders. The first proposal is the election of Jeffrey Eckel, Teresa Brenner, Michael Eckhart, Simone Lagomarsino, Charles O'Neil, Richard Osborne and Steven Osgood as directors to hold office until the annual meeting in 2021 and until their successors are elected and qualified. The second proposal is the ratification of the Board's appointment of Ernst & Young as HASI's independent registered public accountants for fiscal year 2020. The third proposal is the nonbinding advisory vote on our executive compensation. The 3 aforementioned proposals have been properly brought before the meeting. And under the bylaws, no one else can be nominated as director during the meeting and no other proposal can be made during the meeting. I'll now call for approval on the following resolutions: First, resolved that the following persons hereby are elected as directors of the company to serve until the 2021 Annual Meeting of Stockholders and until their successors are elected and qualified: Jeffrey Eckel; Teresa Brenner; Michael Eckhart; Simone Lagomarsino; Charles O'Neil, Richard Osborne; and Steve Osgood. Second, resolved that the appointment by the Board of Directors of Ernst & Young independent registered public accountants as auditors of HASI for the fiscal year ending December 31, 2020, hereby is ratified and approved. And finally, resolved that the compensation of the named executive officers as described in the compensation discussion and analysis, the compensation tables and other narrative disclosure in the 2020 proxy statement hereby is approved. Since all stockholders have now submitted their proxies or ballots, I hereby declare that the polls are now closed at 9:38 a.m. on June 4, 2020. I will now ask Vito, the inspector of election, to report on the vote.

Mr. Chairman, all 3 of the proposals have been approved. These are: the election of Jeffrey Eckel, Teresa Brenner, Michael Eckhart, Simone Lagomarsino, Charles O'Neil, Richard Osborne and Steven Osgood as directors to serve until the 2021 annual meeting and until their successors are elected and qualified; the ratification of the appointment of Ernst & Young as HASI's independent registered public accountants for the year ending December 31, 2020; and the approval of the compensation of the named executive officers as described in the compensation discussion and analysis, the compensation tables and other narrative disclosure in the 2020 proxy statement.

Thank you, Vito. I hereby declare that the nominees for director have been duly elected, the appointment of Ernst & Young has been ratified and the compensation of the named executive officers has been approved. That completes our formal business for today. Accordingly, I will now adjourn the formal meeting. Thank you very much. And as for any questions for Jeff Lipson and I to answer, if anybody has any, do we see any in the queue?

There are no questions at this time.

Thank you, Chad. Thank you all for attending our meeting today.

Ladies and gentlemen, this concludes the meeting. You may now disconnect, and have a pleasant day.

Thank you, Chris. Thank you very much.

You're welcome, sir.