ICF International, Inc. (ICFI) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Meeting of Stockholders of the ICF International, Inc. Please welcome Sudhakar Kesavan, ICF's Executive Chairman. Please go ahead.

Good morning. On behalf of ICF's Board of Directors, management and employees, I'd like to welcome everyone, and thank you for joining us today at the 2020 Annual Meeting of Stockholders of ICF International. I am Sudhakar Kesavan, Executive Chairman of the Board of ICF and Chairman of this meeting. As Chairman of this meeting and in accordance with ICF's bylaws, I hereby call the annual meeting to order at 8:00 a.m. and appoint Jim Daniel, General Counsel and Corporate Secretary of ICF as Secretary of this meeting. As you all know, in light of public health concerns due to the novel coronavirus, we are broadcasting our meeting via live webcast. We at ICF want to extend our best wishes to all who are dealing with COVID-19 and our appreciation with those who are going to great lengths to care for those who are sick, keep us safe and provide important services during the pandemic. We know that these are challenging and unsettling times. For our employees, you have done an amazing job in the way you've risen up to face this challenge. For our clients, we appreciate our partnership and the ability to help address your priorities and challenges now and in the future. And to our stockholders, please know that your ICF team is rising to the occasion and doing all we can to fulfill our purpose: to build a more prosperous and resilient world for us all. The agenda and rules of conduct appear on your screen on the virtual meeting page. We will conduct the meeting in accordance with these documents. The notice and proxy statement for this meeting were mailed on or about April 17. The purpose of this meeting is for stockholders to vote on 4 matters, which I will summarize shortly. During the meeting, stockholders will have an opportunity to submit questions in writing where indicated on the webcast portal for this meeting. We will do our best to respond to questions submitted and received in accordance with the rules of conduct in the time permitted. No one attending the webcast is permitted to use any audio recording device. There are 2 nominees for election to the Board of Directors of ICF at this meeting for a 3-year term expiring at the 2023 annual meeting, Sudhakar Kesavan and Michael Van Handel, each of whom is present at this meeting. The other members of our Board are also present for this meeting: Ms. Eileen O'Shea Auen, Lead Independent Director; Dr. Srikant Datar; Ms. Cheryl Grise; Mr. Randall Mehl, Mr. Peter Schulte; and Mr. John Wasson, President and CEO of ICF. The executive officers of ICF are in attendance for this meeting, as is Mr. Richard LaFleur with Grant Thornton LLP, ICF's independent auditors. He has informed me that he does not wish to make a statement, but he is available to respond to any appropriate questions. I would also like to introduce Mr. Jim Raitt of American Election Services, who has been appointed to act as the Inspector of election. He will count the votes and determine the results of the meeting -- of the voting. Each of you received a notice and proxy statement for this meeting. A copy of the notice and an affidavit from Broadridge Financial Solutions that the notice and proxy statement have been duly mailed to all stockholders will be filed with the minutes of this meeting. Mr. Daniel, our Secretary, has advised me that stockholders holding a majority of the issued and outstanding shares of ICF common stock entitled to vote are present or represented by proxy at this meeting, which constitutes a quorum. This notice was duly given and a quorum is present. This meeting is now, therefore, lawfully convened and ready to transact business. I would remind all stockholders, if you have not previously voted by proxy and do not wish to change your vote, you should not submit a vote online at this time. Submission of a new vote revokes your prior proxy. ICF received no stockholder proposals for consideration. Therefore, only the following items of business are before the stockholders for consideration at today's annual meeting. The first item before the meeting is the election of 2 directors to ICF's Board of Directors. As previously mentioned, the following persons have been nominated by the Board, Sudhakar Kesavan and Michael Van Handel. The second item before this meeting is the amendment of the 2018 Omnibus Incentive Plan to increase the number of shares available for issuance by 415,000. The third item before the meeting is a nonbinding advisory vote on ICF's overall pay-for-performance named executive officer compensation program, as disclosed in the proxy statement. And the fourth item before the meeting is the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. It is now 8:05 a.m. I hereby declare the polls are now open. Any stockholders who have not yet voted or wish to change their vote may do so by clicking on the voting button on web portal and follow the instructions there. Stockholders who have been -- who have sent in proxies or voted via telephone, the Internet or mail and do not want to change their vote do not need to take any further action. If you hold shares under multiple control numbers, you must log in and vote using each distinct control number separately. We will now address any questions received regarding the 4 proposals. Mr. Daniel will read out aloud any questions presented by stockholders.

Thank you. Sudhakar. We have not received any questions pertinent to the annual meeting.

It is now 8:06 a.m. I hereby declare the polls closed for voting. I will now report on the results of the voting at this meeting. Based on the tally in the preliminary report of the Inspector of elections, stockholders have voted to elect as directors of 2 Board nominees, Sudhakar Kesavan and Michael Van Handel. Stockholders have also voted for the amendment of the company's 2018 Omnibus Incentive Plan to increase the number of shares available for issuance by 415,000, for the resolution approving on an advisory basis, ICF's overall pay-for-performance named executive officer compensation program as disclosed in the proxy statement and to ratify the appointment of Grant Thornton as ICF's independent registered public accounting firm for fiscal year 2020. Mr. Daniel, please file the proxies, ballots and the report of the Inspector of elections as part of the records of this meeting. In accordance with federal securities laws, the final results of the voting will be reported in a current report on Form 8-K that the company will file with the Securities and Exchange Commission within 4 business days after the meeting. This concludes the meeting and the meeting is now formally adjourned. Thank you all for attending today.