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

Good morning, and welcome to the 2021 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. Welcome to our 2021 Annual Meeting of Stockholders via webcast, which is now formally called to order. We're 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 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. Immediately following the formal portion of this meeting, Jeff Lipson, our CFO and COO, and I will welcome any questions you may have about Hannon Armstrong. Usually proxy meetings like this 1 are perfunctory and dull. However, recent proxy votes have shown the power shareholders rightly have. I looked at the directors of several companies, particularly in the energy sector recently and was indeed struck with how incompatible their skill sets were to the problems their companies face. Let me take this moment to demonstrate why the directors of Hannon Armstrong are constantly qualified to govern the business. I will take them in the order of their appointment to the Board. Rich Osborn, former CFO of Duke Energy brings in-depth utility and risk management skills. Chuck O'Neill, former Chairman of ING Capital, brings the perspective from a career investing in both fossil and renewable energy projects. Teresa Brenner, our Lead Independent Director, brings the benefit of a front-row seat for more than 20 years at Bank of America in Corporate Governance. Steve Osgood, Chair of the Audit Committee, brings multi-public company REIT experience to the company. Simone Lagomarsino, CEO of a West Coast Bank, brings consumer and commercial property credit skills to the board. Mike Eckhart is the father of the U.S. renewable energy business, spurring the industry's development as well as one of the authors of the Green Bond industry and founding principles. Clay Armbrister brings both the public finance expertise and unique perspective on the burgeoning University P3 market. And finally, Nancy Floyd complements the board's skill with a 30-year track record in [indiscernible]

Mr. Chairman, I present the affidavit of mailing, which state that written notice of the record date 2021 Annual Meeting of Stockholders of Hannon Armstrong Sustainable Infrastructure Capital Inc. together with the related proxy statement, proxy cards and 2020 annual report were mailed on April 19, 2021, to each stockholder of record as of April 8, 2021, the record dates 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 this annual meeting; and copies of the related proxy statement, proxy cards annual report 2020 annual report, which accompanied the written notice of this annual meeting.

Thank you, Steve. The secretary is directed to incorporate a copy of the affidavit of mailing, written notice of the 2021 annual meeting of stockholders, including the related proxy statement, proxy cards and 2020 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 the 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 inspection of election is in charge -- the inspector of election is in charge of calculating the votes from the proxies and stockholders present via webcast. Mr. Secretary, do we have a quorum?

Yes, sir, we have a quorum. We are informed by the inspector of election that preliminarily, they are represented in person or by proxy shares of common stock representing 65,684,329 votes or approximately 83.5% of shares of common stock outstanding on the record date. This represents more than a majority of the shares of common stock outstanding on the record date.

Thank you. I hereby declare that a quorum is present. Our next items on the order of business this morning will be to accept the proposal to be considered, collect the votes and then receive a preliminary report from the inspector of elections about the results. There are 3 proposals to be voted on by stockholders. The first proposal is the election of Jeffrey Eckel, Clarence Armbrister, Teresa Brenner, Michael Eckhart, Nancy Floyd, Simone Lagomarsino, Charles O'Neill, Rich Osborne and Stephen Osgood as Director to hold office until the annual meeting in 2022 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 2021. The third proposal is the nonbinding advisory vote on our executive compensation. These proposals are set for the detail in the notice of annual meeting and the proxy statement of the company relating to the annual meeting dated April 13, 2021, and mailed to stockholders. The proposals have been properly brought before the meeting and under the bylaws, no one else can be nominated as a director during the meeting, and no other proposals can be made during the meeting. Now that everyone has had the opportunity to vote, I hereby declare the polls are now closed at 9:35 a.m. on June 3, 2021. Mr. Secretary, please report on the vote.