Huntington Ingalls Industries, Inc. (HII) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Huntington Ingalls Industries, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Admiral Kirkland Donald, Chairman, Huntington Ingalls Industries, Inc. Admiral Donald, the floor is yours.

Good morning, ladies and gentlemen, and welcome to the Annual Meeting of the Stockholders of Huntington Ingalls Industry. I'm Kirk Donald, the Chairman of the Board of Directors. First, I would like to recognize Mike Petters, President and Executive Officer of the company; and other members of our Board of Directors who are also participating in this meeting virtually. Mr. Philip Bilden, the Chairman of our Cybersecurity Committee; General Collins; Ms. Victoria Harker, the Chairwomen of our Compensation Committee; Ms. Tracy McKibben; Ms. Stephanie O’Sullivan; Mr. Tom Schievelbein, Chairman of our Finance Committee; Mr. John Welch, the Chairman of our Governance and Policy Committee; Mr. Stephen Wilson the Chairman of our Audit Committee. The 11 nominees for election to the Board at today's meeting are Mr. Bilden, General Collins, Ms. Harker, Ms. Kelly, Ms. McKibben, Ms. O'Sullivan, Mr. Petters, Mr. Schievelbein, Mr. Welch, Mr. Wilson and myself. Now I would like to invite Mr. Petters to recognize his executive management.

Thank you, Kirk. I would like to recognize the members of our executive management team and other elected officers, all of whom are participating in this annual meeting virtually. Chris Kastner, Executive Vice President and Chief Operating Officer; Tom Stiehle, Executive Vice President and Chief Financial Officer; Bharat Amin, Executive Vice President and Chief Information Officer; Chad Boudreaux, Executive Vice President and Chief Legal Officer; Jennifer Boykin, Executive Vice President and President of Newport News Shipbuilding; Andy Green, Executive Vice President and President of Technical Solutions; Jerri Dickseski, Executive Vice President of Communications; Bill Ermatinger, Executive Vice President and Chief Human Resources Officer; Mitch Waldman, Executive Vice President, Government and Customer Relations; Nicolas Schuck, Corporate Vice President, Controller and Chief Accounting Officer; Kari Wilkinson, Executive Vice President and President of Ingalls Shipbuilding; Rick Wyatt, Corporate Vice President and Treasurer; Chuck Monroe, Corporate Vice President and Associate General Counsel and Secretary. And I will now turn the meeting back over to our Chairman.

Thank you, Mike. I will preside as the chairman the meeting, Chuck Monroe, the Corporate Secretary, who is also participating in the meeting virtually will act as the secretary of the meeting. [ Tony Adams, ] a representative of the company's transfer agent, Computershare Trust Company, has been appointed as the inspector of elections. She has taken the oath and is participating in a meeting virtually. We also have representatives of the company's independent auditors, Deloitte & Touche LLP, participating in this meeting virtually. They will be available during the question-and-answer periods to respond to appropriate questions from stockholders. Our Board of Directors fixed March 5, 2021, as the record date for determining the stockholders of record who are entitled to receive notice of and who may vote at this meeting. This meeting is for the company's stockholders and guests. The order of business and rules of conduct for this [ meeting were made available at the virtual meeting website. ] The meeting will follow the order of business, and we will vote on the proposals presented to stockholders as described in our proxy statement. I ask that each of you abide by the order of business and the rules of conduct to facilitate an orderly meeting and completion of the business items on today's agenda. We will have 2 question-and-answer periods, one for the proposals on which stockholders are voting at this meeting and a second for general matters related to Huntington Ingalls Industries. Questions must be submitted through the virtual meeting website, where you can type your question into a text box. The question submission feature at the website was open for submission of questions prior to the meeting and is currently open for submission of questions. If you wish to submit a question, you may submit it now on the virtual meeting website. I hereby call the 2021 Annual Meeting of Stockholders of Huntington Ingalls Industries to order. I will first call on Mr. Monroe as secretary of the meeting to give the secretary's report.

Thank you, Mr. Chairman. A list of the stockholders of record who are entitled to vote at this meeting has been prepared in accordance with applicable corporate law and has been made available for inspection by stockholders during the course of this meeting at the virtual meeting website. As Corporate Secretary, I have delivered a certificate mailing verifying that either a Notice of Internet Availability of Proxy Materials or a Notice of 2021 Annual Meeting of Stockholders, along with a proxy statement, a proxy card and our 2020 annual report to stockholders were mailed to each stockholder of record as of the record date. The total number of shares outstanding and entitled to vote at the close of business on the March 5, 2021 record date was 20 -- I'm sorry, was 40,299,975 shares of common stock with each share having 1 vote. The inspector of elections has informed me that at least 89% of the shares entitled to vote at this meeting are represented at the meeting by proxy. Holders of a majority of the shares entitled to vote at this meeting are represented. I can therefore report, we have a quorum and that the meeting is duly and regularly constituted. It is April 29, 2021 at 11:07 a.m. and the voting polls are currently open. If there is any stockholder participating in this virtual meeting, who has not already voted and would like to vote or who has already voted and would like to change their vote, please submit your vote now on the virtual meeting website. I will now turn the meeting back over to our Chairman.

All stockholders participating in this virtual meeting have been able to vote since they logged into the meeting. We will now proceed with the final opportunity to vote on the 4 items of business described in the proxy statement. After we review the items of business and while take -- the final voting takes place, there will be a question-and-answer period for the 4 matters under consideration. If you have not already done so, please submit your question on the virtual meeting website, and we will respond to the questions during the question-and-answer period. After the voting and any questions, we will receive the report of the secretary on the voting results, after which, official portion of the meeting will be concluded. The items of business before this meeting for vote by stockholders are described in detail in our proxy statement. They are: first, the election of 11 directors to hold office until the 2022 annual meeting or until or until their successors are elected and qualified. The nominees Philip Bilden, Leon Collins, Victoria Harker, Anastasia Kelly, Tracy McKibben, Stephanie O’Sullivan, Mike Petters, Tom Schievelbein John Welch, Steve Wilson, myself; second, the approval of the company's 2020 executive compensation on an advisory basis; third, ratification appointment of Deloitte & Touche LLP as the company's independent auditors for 2021; four, approval of an amendment to the company's restated certificate of incorporation to eliminate the remaining supermajority voting requirements. We will now finalize the voting. There have been deposits with the secretary proxy solicited on behalf of the Board of Directors and signed by stockholders entitled to vote at this meeting. The shares owned by the stockholders have been voted and represent this meeting through the proxies held by our Corporate Secretary, Chuck Monroe. These votes have been tallied by the inspector of elections. If any stockholder participating in this meeting virtually has a vote they wish to cast, please submit your vote now on the virtual meeting site. While we are voting, we will address questions that have been submitted concerning the proposals on which we are voting.

Any questions on the matters?

Mr. Chairman, we have 1 question on the matters. And that is from the United Brotherhood of Carpenters and the question reads. Mr. Chairman, the Carpenter Union Pension Funds have a collective ownership position of 124,980 shares of the company's common stock. As long-term investors, we believe the executive compensation plan should be designed to drive the successful execution of the company's long-term strategic business plan. We commend the compensation committee for well-conceived executive compensation plan that uses a variety of financial and operational performance metrics to focus executives on long-term value creation. Could you or the chair of the compensation committee speak to the relatively low percentage less than 50% of the total compensation that is delivered in the long-term portion of the plan and the use of only 1 form of long-term compensation, restricted performance stock rights that can be paid out in cash?

Thank you for that question. And I would answer -- I indicate that a lot of -- I appreciate your acknowledgment of the [ comprehensive ] compensation plan. Our focus forward and in the compensation committee is on having compensation that rewards and incentivizes executives and retains executives who contributes both near-term and long-term development of value -- shareholder value and to the long-term health of the company. We believe that we have achieved that balance in the compensation plan put forward, striking the balance between incentivizing on near-term goals on our annual incentive bonus plan, but also in that long-term incentive plan, which [Audio Gap] with equity compensation. It is a balancing [Audio Gap]. We try to achieve. We think we've achieved balance, and we believe it is done appropriately through the types of equity awards that we do in restricted stock rights versus other opportunities and other options.

Ms. Chairman, we have no further questions regarding the matters.

Being there are no further questions, we will complete the voting process. The time now is 7:12 a.m. I declare that the polls are now closed. Any votes that were submitted at this meeting will be included in the final tally once the inspector of elections has had an opportunity to verify the shares. I'll now ask the secretary of the meeting, Mr. Monroe, to provide a preliminary report on the results of the voting.

Thank you, Mr. Chairman. I will now report the results of voting on the 4 items of business. Please note that the vote count announced at this meeting is preliminary and the final vote count, including the tabulation of any votes cast today at this meeting, will be reported on a Form 8-K filed with the Securities and Exchange Commission. Based on the preliminary report of the inspector of elections, first of all, each of the 11 nominees for Director has received more than 74% of the number of shares voted and has been duly elected to serve until the 2022 annual meeting. Second, approval of the company's 2020 executive compensation on an advisory basis has received 99% of the total number of shares voted and has been approved on an advisory basis. Third, ratification of the appointment of Deloitte & Touche as the company's independent auditors for 2021 has been approved by 99% of the total number of shares voted and has been duly ratified. Approval of the amendment of our certificate of incorporation to eliminate the remaining supermajority voting requirements has been approved by 81% of the total number of shares issued and outstanding and has, therefore, been duly approved. Back to you, Mr. Chairman.

Thank you, Chuck. This concludes the official portion of the annual meeting. Our stockholders who received copies of our 2020 annual report to stockholders in our proxy statement for this meeting or had access to these documents through the Internet, and both were filed with the Securities and Exchange Commission and made available to the company website. We will not be making a formal presentation about the company, but we will address questions submitted by stockholders through the virtual meeting website. If you have a question, submit now on the virtual meeting website.

Mr. Chairman, we have 1 question that's been submitted, and it is from the United Brotherhood of Carpenters. And the question reads as follows: Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenters Funds appreciate the sentiments embodied in the stakeholder capitalism's perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interest of various stakeholders as it develops and implements the company's long-term business strategy? Thank you, Mr. Chairman.

Well, thank you for the question. Now I will provide an answer from the Board perspective, and I'll also ask Mike Petters to provide some insights from where he sits as the Chief Executive Officer. I think, [Audio Gap] if you've been following the company for any length of time, you can see that there has always been that element of stakeholder capitalism and how this company has approached its business, not only focused shareholder -- increasing shareholder value, but also investing in other stakeholders such as our communities and those who are interested in the environment and all of the other people who make [Audio Gap] how this company performs. I think it is well outlined in our annual report and in our supplemental reports that we take matters very seriously. And from a Board perspective, we monitor those on a regular basis to ensure that we are being not only good performers in creating shareholder value, but we'll also be respectful and advocate for our other stakeholders who are interested in our company. Mike, would you like to add anything from your perspective?

Thank you, Mr. Chairman. I would just offer that stakeholder capitalism as it has been presented and has been discussed today is actually the way that this organization has run its business for over 100 years. We are the largest employer in 2 states. And so workforce development and education in our communities becomes a very important part of our success. Today, we have a backlog in excess of $45 billion, which is a high level -- it's the highest it's ever been. That's a significant amount of trust that our customer has -- our customers have in our ability to execute that work. Our suppliers, we have 5,000 suppliers all across the United States. And if anything, in the last year, has shown is that we need to support those suppliers through -- we've supported them through the pandemic, and we need to be able to support them as we go forward and develop more -- even more resilient supply chains. And all of that leads to our value creation model, which is very supportive of our shareholders and our financial interest. And so whether you want to talk about employees, suppliers, communities or shareholders, all of those things interact, and it is the way that we've run the company over -- as I said, over 100 years. And it is the way that we see you create success going forward. And so we are not shy about our support for this idea of stakeholder capitalism. It's actually been the key to our success for as long as we've been successful. Thank you, Mr. Chairman.

Mr. Chairman, we have no further questions.

There being no further business to come before the meeting, I hereby declare the meeting adjourned. We thank all of you for participating in virtual meeting and we appreciate your interest in and support of Huntington Ingalls. Thank you.

This concludes today's meeting. You may now disconnect. Thank you.