Ingersoll Rand Inc. (IR) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Special Meeting for Gardner Denver Holdings, Inc. I will now hand the call over to Vicente Reynal, President and Chief Executive Officer of Gardner Denver.

Good morning, and thank you to everyone for joining today's call. As many of you probably saw, we announced Gardner Denver's fourth quarter and total year 2019 results earlier this week. And I am very proud of delivering another year of strong financial results. Delivering above-market growth, expanding margins and generating strong free cash flow are the center of our strategy, and our 2019 performance showed our ability to deliver all 3 despite a softer macroeconomic backdrop. As we look forward, the future is very bright. We stand at a landmark moment for the company. As we prepare to merge with Ingersoll Rand's Industrial segment and become the new Ingersoll Rand. I'm very excited about the long-term prospects of the new company and the value creation opportunity we have for all of our shareholders. In Peter Stavros' absence, I have been designated by the company's Board of Directors as Chairman for this Special Meeting of Stockholders. The purpose of this Special Meeting is to vote on the issuance of common stock pursuant to the merger agreement with Ingersoll Rand and the amendment and restatement of the company's 2017 incentive plan. We're pleased to be holding our Special Meeting as a virtual meeting. Conducting a virtual meeting allows us to be more efficient, inclusive and to permit a greater number of our stockholders to access the meeting across the world. I'm joined by telephone and online by members of our Board and members of our Management, including Chief Financial Officer, Emily Weaver; and General Counsel and Secretary, Andy Schiesl. Andy will act as Secretary of the Meeting. We also have several other executive team members with us today. Finally, I would like to welcome [ Greg Mattia ], our Inspector of Election. [ Greg ] is from Broadridge Investor Communication Solutions and has taken the oath of Inspector of Election before today's meeting. Andy has delivered an affidavit of distribution that shows proper advanced notice of this meeting was given to our stockholders. A copy of the notice of the meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on January 2, 2020, are entitled to vote at this meeting. And a list of stockholders is available for your review online by following the link provided online. Our first item of business is to determine whether we have a quorum for the purpose of transacting business. Andy, do you have the report?

Yes, Vicente. The stockholders list shows that holders of 205,088,012 shares of common stock of the company are entitled to vote at this meeting. The Inspector of Elections reported to me that there are 194,771,352 shares of common stock represented in person or by proxy at this meeting, which is approximately 94.46% of all of the shares issued and outstanding and entitled to vote at this meeting.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in this -- in person or by proxy, a quorum is present, and this meeting is duly convened. So that everyone knows what to expect this morning, let me summarize our agenda. First, I've already called the meeting to order, and I will next ask Andy to take care of some housekeeping. Second, I will present all of the proposals subject to vote for your consideration. During this time, stockholders will have the opportunity to submit questions specific to the proposals. Andy will explain the process for submitting such questions shortly. Third, the stockholders will vote on all the proposals. Then we will adjourn the meeting. Andy, can you please review with our stockholders a few procedural points?

Thank you, Vicente. First, we are recording this meeting, and you'll be able to replay a recording of it from our company website. Please wait a day or so to allow the recording to be uploaded. Also, a copy of the agenda and rules of conduct for today's meeting are available online. Second, those of you who have joined our Special Meeting through the virtual option can use the question box on your screen to submit questions any time during the meeting. We'll only be addressing questions specific to each proposal. In the event that a submitted question is answered by our S4, we'll refer you to those materials rather than answering the question at this meeting. Finally, you are able to vote electronically during this meeting by visiting www.virtualshareholdermeeting.com/GDI2020SM from the time when Vicente opens the polls following the presentation of the proposals until he closes the polls. Remember, if you already voted in advance by using an online ballot or a physical proxy card, a vote at this meeting will supersede your earlier vote. So unless you really want to change your vote, you do not need to vote again.

Thank you, Andy. Would you now present the proposal on which we need to vote?

Absolutely. As previously noted, the business of this meeting is limited to the proposals that are included in the notice of the Special Meeting and described in the proxy statement. The first proposal is to approve the issuance of Gardner Denver common stock pursuant to the merger agreement with Ingersoll Rand. The second proposal is to amend and restate the Gardner Denver 2017 equity plan. The third proposal is to approve the adjournment of the Special Meeting if there are not sufficient votes for the first proposal. We will only vote on this proposal if the first proposal is not passed. There are no additional proposals that have been properly brought before the meeting. So we're limited to these 3 discussed. As a reminder, if you previously voted by proxy, you do not need to vote today unless you wish to change your vote. So let's move on to the first proposal. Our stockholders are being asked to approve the issuance of Gardner Denver common stock pursuant to the agreement and plan of merger dated as of April 30, 2019, buying among Ingersoll-Rand plc, Ingersoll Rand U.S. Holdco Inc., Gardner Denver and Charm Merger Sub. Under the merger agreement, Charm Merger Sub Inc. will merge with Ingersoll Rand U.S. Holdco. Approval of this proposal requires the affirmative vote in person or by proxy of a majority of the votes cast at this meeting on this proposal, meaning the numbers of votes cast for this proposal must exceed the votes cast against. The Board of Directors has unanimously recommended that the stockholders vote in favor of this proposal. Does anyone have any questions concerning this proposal? Okay. The second proposal is to amend and restate the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan, to increase the number of shares of Gardner Denver common stock issuable under the 2017 equity plan by 11 million shares; rename the 2017 equity plan as the Ingersoll Rand Inc. 2017 Omnibus Incentive plan; and three, change all references to Gardner Denver in the 2017 equity plan to Ingersoll Rand. Each of these actions will be effective and is conditioned upon the closing of the merger that I described in the first proposal. In the case of renaming the 2017 equity plan and changing references to Garden Denver, this will be subject to Gardner Denver changing its name as well after the date of closing of the merger. Approval of proposal 2 also requires the affirmative vote in person or by proxy of a majority of the votes cast at this meeting on this proposal. The Board of Directors has unanimously recommended the stockholders' vote in favor of this proposal as well. Does anyone have any questions concerning this proposal? Okay. There being no questions, let's move on to voting, Vicente.

Thanks, Andy. The polls are now open for the first and second proposal. I note for the minutes that the polls opened at 10:08 a.m. Central Time.