Independent Bank Corp. (INDB) Earnings Call Transcript & Summary

Welcome to the 2020 Independent Bank Corp. Annual Meeting of Shareholders. Please note that today's meeting is being recorded. I will now turn the meeting over to the Chair of the Board of Directors of Independent Bank Corp., Donna Abelli.

Good morning. My name is Donna Abelli. I am the Chair of the Independent Bank Corp. Board of Directors. I welcome you to our Annual Shareholder Meeting and call the meeting to order. I will serve as Chair of today's meeting. This year, unlike typical years, we are meeting virtually. We miss the opportunity to see shareholders in person, and we intend to resume holding in-person annual meeting next year. We look forward to the opportunity to see you again at the 2021 annual meeting. The agenda for the meeting and the rules of conduct are available on the virtual meeting site. We ask that you please abide by these rules of conduct. Due to the unusual circumstances brought about by the COVID-19 pandemic and the limitations of the virtual meeting, there will be no separate management presentation following the conclusion of the formal portion of the annual meeting. Following the formal portion of the meeting, we will offer a general question-and-answer session. Shareholders may submit comments or questions at any time during the meeting by clicking on the messages icon located on the webcast portal screen. It's that big red dot at the top. In addition to submitting a question during the webcast annual meeting, shareholders are reminded they are welcome at any time to contact our Investor Relations team with any questions, concerns or comments they may have. Contact information for our Investor Relations team may be located by clicking on the Investor Relations link on the webcast portal screen or by accessing Press Releases under the Investor Relations link under the About Us category on the Rockland Trust website located at www.rocklandtrust.com. Attending today's virtual meeting, in addition to myself, are each of our other directors, including our 4 director nominees up for reelection. Our directors are: Michael Hogan; Kevin Jones; Mary Lentz; Eileen Miskell; John Morrissey; Gerry Nadeau, who serves as the President and Chief Commercial Officer of Rockland Trust; Daniel O'Brien; Chris Oddleifson, who serves as Independent Bank President and Chief Executive Officer and Chief Executive Officer of Rockland Trust; David Powers; Scott Smith; Frederick Taw and Tom Venables. Also participating in addition to Chris Oddleifson and Gerry Nadeau are several additional members of our executive leadership team. We have: Chief Operating Officer, Robert Cozzone; Chief Financial Officer, Mark Ruggiero; and Chief Risk Officer and General Counsel, Edward Seksay. Representatives from Ernst & Young LLP, our independent auditors, are in attendance at today's meeting as well as Ms. Monique Hughes, from our stock transfer agent, Computershare Investor Services. Patricia Natale, Deputy General Counsel and Secretary of the company will assist with today's meeting. Today's meeting is being hosted by Computershare on their virtual meeting platform, which allows real-time voting during the meeting and such votes will be included in the final vote tallied. During today's meeting, shareholders have the opportunity to vote their shares until I announce that the polls are closed. Most of you will have already voted online or by telephone or submitted your proxy card. And we thank you for doing so. Shareholders who have already voted do not need to vote again. However, if you have not yet voted your shares or submitted your proxy, or if you wish to change your previous vote or submitted proxy, you may do so by clicking the Cast Your Vote icon and submitting your vote. The Cast Your Vote icon is in the left menu on the webcast portal screen. Computershare has been appointed the inspector of election and vote tabulator for today's meeting. I will now ask Ms. Hughes to please advise of how many shares are represented here today.

Over 89% of the shares of common stock outstanding as of the record date are represented in person or by proxy at this meeting.

We have a quorum present. There are 3 proposals before the meeting: one, reelection of 4 Class III Directors; two, ratification of the appointment of Ernst & Young as the company's independent public accounting firm for 2020; and three, approval on an advisory basis of the compensation of our named executive officers. Does any shareholder wish to comment on any of the proposals? If you are a shareholder, you may comment on any of the proposals or you may ask a question germane to any of the proposals by clicking on the Messages icon. Your comments or questions will be transmitted to us in real time. I will now pause to allow shareholders to enter any comments or questions germane to the meeting. Please be advised that if a submitted comment or question is not germane to the proposals, we will not respond during this formal portion of the meeting as the rules of conduct for the meeting provide that only comments and questions germane to the proposals will be addressed during the meeting. Questions not germane to the business of the meeting will be responded to during the general Q&A session after the meeting adjourns. At this time, I would like to invite Ms. Natale to share any shareholder comments or questions germane to the meeting that have been submitted.

At this time, we have received no comments or questions on the proposals from any shareholders. I will turn the meeting back over to Chair Abelli.

Thank you. I will now pause to ensure any shareholder who wishes to vote at the meeting has an opportunity to do so. As a reminder, if you have not yet voted your shares or submitted your proxy or if you wish to change your previous vote or your submitted proxy, you may do so by clicking the Cast Your Vote icon and submitting your vote now. [Voting]

I now declare the polls closed and direct the secretary to cast all of the votes received. The first proposal before the meeting is reelection of 4 Class III Directors. The Board has nominated 4 directors for reelection, namely: Daniel O'Brien, Christopher Oddleifson, David Powers and Scott Smith. Ms. Hughes, what is the outcome?

Over 97% of shares voted in favor.

The shareholders have reelected each of the Board nominees. The next proposal is to ratify the appointment of Ernst & Young as our independent public accounting firm for 2020. Ms. Hughes, what is the outcome?

Over 97% of shares voted in favor.

The shareholders have ratified the appointment of Ernst & Young. The last proposal is the advisory vote on the compensation of executive officers, Ms. Hughes, what is the outcome?

Over 93% of shares voted in favor.

The shareholders have approved, on an advisory basis, the compensation of our named executive officers. There being no further business, the 2020 Annual Shareholder Meeting is adjourned. That concludes the 2020 Annual Shareholder Meeting. At this time, we will hold a general Q&A session. As a reminder, if you are a shareholder, you may submit a question by clicking the Messages icon.

Chair Abelli, we have received no comments or questions from any shareholders. I'd like to turn the meeting back over to you.

I thank each of you for taking the time to join us today. We hope you and your families stay safe. We look forward to seeing you in person next spring when we expect to resume our in-person meeting. Have a wonderful day.

This concludes the meeting. You may now...