Heritage Global Inc. (HGBL) Earnings Call Transcript & Summary

Welcome to the Heritage Global Inc. Virtual Shareholder Meeting. I would now like to present our first speaker, Ross Dove, President and Chief Executive Officer.

Good morning. I'm Ross Dove, as she said, the President and Chief Executive Officer of Heritage Global Inc. I'd like to welcome you to the company's 2021 Annual Meeting of our Shareholders. In light of the ongoing public health impact of COVID-19 pandemic and to support the health and well-being of the company's shareholders, employees and their families, we are holding this meeting virtually via this live audio webcast. All of us at Heritage Global hope you're staying safe and healthy during these challenging times. We very much appreciate your being with us virtually today. It is now shortly after 8 A.M. Pacific Time on June 9, 2021, and this meeting is now officially called to order. Let's move directly to the business of this meeting. I will serve as the Chairman of this meeting. Jim Sklar, who is Executive Vice President and General Counsel and Secretary of Heritage Global Inc., will serve as secretary of this meeting. In addition to Jim Sklar, we have in attendance today other members of our management team: Brian Cobb, our Vice President of Finance and Controller; Dave Ludwig, a Board member as well as President of Financial Assets Division; Nicholas Dove, the President of our Industrial Assets Division. We also have in attendance the following independent members of our Board of Directors. Our Chairman, Samuel Shimer, Kelly Sharpe, Michael Hexner, Brendan Ryan and Barbara Sinsley. In addition, we have in attendance representatives from Baker Tilly U.S. LLP, the company's independent auditor, which includes Baker Tilly representatives as well. Representatives of Baker Tilly are available for questions during the Q&A portion of this meeting. I would now like to ask to turn the meeting over to Jim for the procedural formalities and details. Thank you, Jim.

Thank you, Ross. To ensure the orderly conduct of the business of this meeting, we have adopted the order of business to match the order proposals set forth in our notice of Annual Meeting of Shareholders and proxy statements. The rules of procedure for today's meeting are available on the web meeting portal. We ask that in fairness to all shareholders attending this meeting yet honor these rules. The voting polls are open now and will close shortly after all proposals have been announced. You may vote your shares using the Vote function over the meeting web portal, if you've not already done so. If you have a question or comment that relates to a proposal being presented, please submit it through the meeting web portal by typing the question into the Ask a Question field as soon as possible and prior to the discussion of the proposals to permit the Chairman time to discuss and address your question. Following the close of voting, we will announce results and adjourn the meeting. Our first action in the general order of business today will be to review the proposals to be considered. After voting on these proposals, we will then receive a report containing the voting results. Let me introduce Wendy C. Shiba, who will serve as the inspector of election for today's meeting to determine the presence of a quorum and to serve as judge of voting on all matters requiring shareholder to vote. Next, I note that I have a list of shareholders entitled to vote at this meeting and evidence that notice of this meeting was properly given to all shareholders of record as of the close of business on record date, April 14, 2021. This list has been available for inspection and will remain available during this meeting for inspection by shareholders. With that, I'll turn it back over to Ross.

Thank you, Jim. Ms. Shiba, has the inspector of the election determined whether a quorum is present at this meeting?

Thank you, Mr. Chairman. I have determined that there are shareholders represented at this meeting, virtually present or by proxy, holding common stock and Series N preferred stock representing at least 74.4% of the eligible votes, which is sufficient for a quorum and for transacting the business of this meeting.

Well, I find that a quorum is present for the purpose of conducting business at this meeting, and I declare that this meeting is legally convened and ready to transact business. All holders of the company's common stock and of the company's Series N preferred stock as of the close of business on April 14, 2021, are entitled to vote at this meeting and all business to come before this meeting. The first item of business on our agenda today is the election of the 2 Class III directors to corporate term of 3 years or until their successors are duly elected and qualified. Brendan Ryan and Barbara Sinsley are nominated to serve as Class III directors. The secretary advises me that there were no nominations by shareholders submitted to the company prior to this meeting in accordance with the bylaws. Therefore, I declare the nominations closed. The second item on our agenda is the ratification of the appointment of Baker Tilly U.S., LLP as our independent auditor for the fiscal year ending December 31, 2021. The third item on our agenda is the approval on an advisory nonbinding basis of the company's compensation of its named executive officers. The last item on our agenda is the approval on an advisory nonbinding basis of the frequency upon which the company holds an advisory vote on the company's compensation of its named executive officers. Any shareholders present who have not 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 provided there. Shareholders who have already sent in proxies or previously voted and do not want to change their vote, do not need to take any further action. [Voting]

I now announce the polls for this meeting closed. Will the inspector of election please report the preliminary results of the votes?

Mr. Chairman, on the proposal for the election of the Class III directors, Brendan Ryan and Barbara Sinsley received the affirmative vote of a plurality of the votes cast by shareholders present in person or by proxy and entitled to vote on the election of directors. The proposal to ratify the appointment of Baker Tilly U.S., LLP as the company's independent auditor for 2021 received the affirmative vote of the majority of votes entitled to be cast at this meeting. The proposal to approve on a nonbinding advisory basis, the compensation of the company's named executive officers received the affirmative vote of the majority of votes entitled to be cast at this meeting. And finally, in the nonbinding advisory vote, to determine the frequency of future nonbinding advisory votes on the compensation of the company's named executive officers, the option of voting every 3 years received the affirmative vote of a plurality of the votes cast at this meeting.

Thank you. The Chairman now declares that each of the proposals on which we voted today has been duly approved. I now hereby direct the final report of the inspector of elections be incorporated into the minutes of this meeting. The final results of the voting, including any votes cast during this meeting, will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission. The business for which this meeting has been held is now complete. We thank -- we want to thank everyone who participated in today's virtual meeting, and thank you for the continuing interest in Heritage Global. I now declare this meeting formally adjourned. Thank you.