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

Good morning, and welcome to the 2021 Annual Meeting of Stockholders of ICF International, Inc. Please welcome John Wasson, ICF's Chair, President and CEO.

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 2021 Annual Meeting of Stockholders of ICF International, Inc. I'm John Wasson, Chair of the Board of Directors 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 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 ongoing public health concerns due to the coronavirus, we are broadcasting our meeting via live webcast. We know that this past year has been a challenging and unsettling time. To our employees, thank you for responding magnificently over the past year to the challenges brought on by the pandemic, including adapting to working remotely with poise, flexibility and uninterrupted commitment to client service. To 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 note that the ICF team is rising to the occasion and doing all we can to emerge from the pandemic and contribute in ever larger ways to resilient, prosperous and sustainable future around the world. 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 16. The purpose of this meeting is for stockholders to vote on 3 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 3 nominees for election to the Board of Directors of ICF at this meeting for a 3-year term expiring at the 2024 annual meeting: Cheryl W. Grisé, Randall Mehl and Scott Salmirs, each of whom is present at this meeting. Other members of our Board are also present for this meeting. I do want to take this opportunity to recognize and thank Eileen Auen for her long service on the ICF Board. Eileen served on the Board for 13 years, including 6 years as ICF's Lead Independent Director. In this role, she oversaw substantial effort around succession planning for the CEO transition from Sudhakar Kesavan to me in 2019 and always provided wise counsel and insights. We appreciate Eileen's many contributions to ICF during her service on the Board. Now I wish to note the attendance of executive officers of ICF for this meeting. In addition, Mr. Richard LaFleur is in attendance on behalf of Grant Thornton LLP, ICF's independent auditors. Mr. LaFleur 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 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, as 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. Since 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 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 3 directors to ICF's Board of Directors. As previously mentioned, the following persons have been nominated by the Board: Cheryl W. Grisé, Randall Mehl and Scott Salmirs. The second 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 third 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, 2021. It is now 8:05 a.m., and 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 the web portal and following the instructions there. Stockholders 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 proposals. Mr. Jim Daniel will read aloud any questions presented by stockholders.

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

It is now 8:06 a.m, and 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 the 3 board nominees: Cheryl W. Grisé, Randall Mehl and Scott Salmirs. Stockholders have also voted 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 2021. Mr. Daniel, please file the proxies, ballots and the report of the inspector of election 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 this meeting. This concludes the meeting, and the meeting is now formally adjourned. Thank you all for attending today and stay safe.