Hawaiian Electric Industries, Inc. (HE) Earnings Call Transcript & Summary

Welcome to the Annual Meeting for Hawaiian Electric Industries, Inc. Our host for today's call is Admiral Tom Fargo, Non-Executive Chairman. [Operator Instructions] I will now turn the call over to your host, Admiral Fargo. You may begin, sir.

Aloha, and good morning, ladies and gentlemen. It's now shortly after 10:00 a.m. here in Hawaii. And I'd like to call the meeting to order. Welcome to the 38th Annual Shareholder Meeting of Hawaiian Electric Industries. My name is Tom Fargo, and I'm the Non-Executive Chairman of the HEI Board. Thank you for joining us today at our second virtual meeting. We're continuing to hold this meeting virtually due to COVID-19-related restrictions and our desire to ensure safety and provide as much access as possible to all of you. The virtual environment poses challenges for all of us. It's one of the reasons why you'll see that our program today is shorter than usual. Also, we know some shareholders had difficulty with the process of requesting hard copies of the meeting materials. Special thank you to [ Lynn Madisal ] for alerting us to a problem obtaining materials. We very much appreciate you calling attention to such matters when they arise so that we can address them and resolve them. Our meeting today is to conduct our annual meeting business. The agenda is displayed on your screen and also available under meeting materials at the bottom of your screen. I'd like to run through the agenda with you now. The meeting will begin with an announcement of a quorum. After we introduce the directors, we'll consider the 3 proposals being presented at this meeting: to elect your directors, to hold an advisory vote on HEI's executive compensation program and to ratify the appointment of Deloitte & Touche as our independent auditor for 2021. In a few minutes, we'll have a question-and-answer session to address questions related to items up for a vote. [Operator Instructions] So we may not be able to answer every question, we'll do our best to provide a response to as many as possible, and would ask that if your question remains unanswered, please e-mail our Investor Relations department, whose e-mail is provided on our website and in the rules. Please note that this meeting is being recorded. However, no one attending via the webcast or by telephone is permitted to use any audio recording device. The polls are currently open for electronic voting today. If you wish to vote during the meeting, you may do so until I announce the closing of the polls. And you do so by clicking on the voting button on the web portal and following the instructions there. I'd like to turn your attention to the meeting rules, which are available under the meeting materials. If you haven't already read them, please take a moment to do so. The rules will allow us to conduct an orderly meeting. Now I'd like to proceed with the meeting. First, I'd like to ask Kurt Murao, Executive Vice President, General Counsel and Secretary of the company, to report on the call and notice of the meeting.

Thank you, Tom. The Board of Directors fixed March 1, 2021, as the record date for determining the shareholders entitled to vote at this meeting. On March 26, 2021, the company commenced the mailing of the notice of the meeting to shareholders of record. Approximately 90% of the common stock is present or represented by proxy this morning. I, therefore, declare that a quorum is present at the meeting and qualified to act on all matters set forth in the meeting notice. A list of the record shareholders entitled to vote at this meeting and the minutes of last year's Annual Meeting of Shareholders, which was held on May 5, 2020, are available for inspection by any shareholder. Back to you, Tom.

Thank you, Kurt. I'd now like to introduce your HEI, Hawaiian Electric and ASP Directors. Let's begin with our HEI director nominees who are up for election today. The director nominees, with terms expiring at the 2022 annual meeting, are all incumbent directors and include: Richard J. Dahl, former President and Chief Executive Officer of James Campbell Company, who has 35 years of executive leadership experience and who is our Compensation Committee Chair; Micah A. Kane, President and Chief Executive Officer of Hawaii Community Foundation, a recognized leader in Hawaii, having stewarded Hawaii's oldest and largest community foundation and Hawaii's largest land trust; and Constance H. Lau, President and CEO of HEI, who has deep industry and operational expertise, having served in leadership capacity spanning several functions across HEI and its subsidiaries. Connie also serves as our Chair of the ASB Board of Directors. Continuing HEI directors are Celeste Connors, myself, Tom Fargo, Peggy Fowler, Mary Powell, Keith Russell, Jim Scilacci and Eva Zlotnicka. Now for our Hawaiian Electric Board. Directors of Hawaiian Electric are Jim Ajello, Kevin Burke, Tim Johns, our Chairman of HECO; Alana Pakkala, Kelvin Taketa and Scott Seu is also Hawaiian Electric's President and CEO. Also yesterday, Hawaiian Electric announced the appointment of Toby Taniguchi, to its Board. We'd like to welcome Toby to the Hawaiian Electric Board. Directors of American Savings Bank are Elisia Flores, Mike Kennedy and Rich Wacker, who is also American Savings Bank's President and CEO. Yesterday, the bank announced that Rich is leaving the company to pursue other interests. Rich accomplished a great deal during his tenure at the helm of the bank. We thank Rich for his leadership and contributions not only to American and to our state, but our -- to our community. Ann Teranishi, currently the bank's Executive Vice President of Operations, will succeed Rich as President and CEO as well as in his role on the bank board. These changes will be effective later today. Ann is a strong collaborative leader with deep banking industry knowledge and a long track record of success at American. We look forward to her leadership. Also in attendance are Joe Young, Lead Client Service partner; and Chris Monteilh, Audit & Assurance partner with Deloitte & Touche, our independent auditor. Now I will present the matters to be voted upon as the polls are open. Proposal 1, election of 3 directors to serve 1-year terms expiring at the 2022 Annual Meeting of Shareholders. Proposal 2, an advisory vote to approve the compensation of HEI's named executive officers. And proposal 3, ratification of the appointment of Deloitte & Touche LLP as HEI's independent registered public accountant for 2021. Now we'll turn to your questions. Please keep your questions to the topics that I just listed that are up for a vote. [Operator Instructions] If you have questions or comments about a personal matter or matters not related to the items on the ballot, please contact our Investor Relations department whose contact information is available on our website and in the rules. Julie Smolinski, from our Investor Relations and corporate sustainability team, will now read any questions we received this morning out loud.

Good morning, everyone. Well, the first is a comment that I'd like to read here. I want to wish Rich Wacker the best in his future endeavors. He was the shareholder favorite at the in-person annual meeting. Thank you very much for that one. Next question. Do the directors expect or hope to annually increase the dividend?

Connie, please?

So the directors always look at the prospects for the company going forward as they make that dividend decision. And we certainly would hope that the company can keep increasing earnings so that we can also keep increasing the dividend. They normally make that decision in about the February time frame.

Great. Next question, have the directors ever thought of splitting the company into a bank holding company and a utility?

I think I'm taking that one again. So the directors, actually, we -- the directors have charged management with continuing to look at whether it makes sense for us to keep the bank and the utility together and whether that creates the greatest shareholder value. So we, as management, continually review that question. Thus far, it hasn't been to the shareholders' benefit for us to separate those. But we do continue to review that decision continually.

And from the Board of Directors standpoint, we recognize our responsibility to review that on a regular basis and certainly do so.

Great. Next question here. Any chance of continuing virtual shareholder meetings after the pandemic?

Well, that's an interesting question. In general, I think, in this community, people have appreciated the in-person meetings. But we are reviewing all of our efforts with respect to virtual versus in-person, and certainly, we've learned a lot about virtual meetings over the last year. And my expectation is some patterns are going to change as a result of what we have learned. Right now, we have no intention to hold the next one virtually, unless we find that our shareholders feel that, that is easier and better for them.

And this is the last question I'm seeing right now. Why do we have a staggered board rather than the whole board elected annually?

As you recall -- this is Kurt Murao, General Counsel, at last year's shareholder meeting, we did pose some amendments to bylaws to change and de-stagger our board. So we're implementing that as we speak. That's why the electors up this year are only up for a 1-year term. Next year, we'll have, I think, 6 or 7 directors up for a 1-year term. And then at the -- after that, it will be all directors up for 1 year term. So we're closing off the de-staggered structure now as we speak.

And that's the end of the questions that we've received so far.

Thanks, Julie. Thank you all for your questions and comments. We, certainly, really appreciate those. 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. If you have already sent in your proxy or voted via telephone or Internet and do not wish to change your vote, you do not need to do anything at this time. Your vote has already been tallied. We'll pause here for a moment for anyone who has not yet voted and would like to do so. [Voting]

The polls are now closed. While the votes are tallied, Connie will make a few remarks. I will, thereafter, announce the vote results. Connie?

Thank you, Tom. And good morning, everyone, and Mahalo for joining us today. We miss seeing all of you in person and look forward to future opportunities to do so. In the meantime, I encourage you to visit our website, hei.com, for updates on our company. In addition to information about financial performance, governance and our companies overall, you'll find the new sustainability section of our site. This includes the environmental, social and governance reports we just issued last month. That report provides a lot of information about how we're advancing our mission to be a catalyst for a better Hawaii, and deliver value for our customers, communities and shareholders. We're helping our state transition to more clean energy and a carbon-neutral to carbon-negative future, addressing the risks to our companies presented by climate change and working to advance other important priorities, including the economic health and affordability in our state. We're focused on these topics because as we've long said, The strength of our companies is inextricably linked with the health of Hawaii's environment, economy and communities. Please always feel free to reach out to us, and you can do so at any time by contacting our Investor Relations department whose e-mail is on our website and in the meeting rules. And I'd now like to turn the meeting back over to Tom.

Thanks, Connie. In accordance with shareholder instructions, the preliminary vote report shows 88% of the shares voting have voted in favor of all directors, 96% in favor of the executive compensation proposal and 99% for our independent auditor, Deloitte & Touche. So I'm pleased to announce that all proposals are approved, and we can adjourn. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. Thank you for joining us for this virtual meeting. Mahalo and Aloha.

That concludes today's conference. Thank you for joining and have a pleasant day.