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

Welcome to the 2020 Annual Meeting for Ingersoll Rand Inc. Our host for today's call is Peter Stavros, Chairman. [Operator Instructions] I will now turn the call over to your host. Mr. Stavros, you may begin.

Good morning, and welcome to the Annual Meeting for 2020 for Ingersoll Rand. I'm Pete Stavros, Chairman of the Board, and I will be chairing this meeting. We're holding our annual meeting this year as a virtual meeting. I'm joined by members of our Board and members of management, including Director and CEO, Vicente Reynal; CFO, Vik Kini; and General Counsel and Secretary, Andy Schiesl. Andy will act as Secretary of the meeting. In addition, I'm pleased to welcome Andy Van Houtte from Deloitte & Touche, our external auditing firm, who is here to answer any appropriate questions. And finally, I'd like to welcome [ Greg Malatia ], our inspector of election. Our Secretary has delivered an affidavit of distribution that shows that proper advance notice of this meeting was given to our stockholders. A copy of the notice of 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 April 22, 2020 are entitled to vote at the annual meeting, and a list of stockholders of record is available electronically for your review. Our first item of business is to determine whether we have a quorum for the purpose of transacting business. Andy, do you have a report?

Yes, Pete. The stockholders list shows that holders of 416,551,190 shares of the common stock of the company are entitled to vote at this meeting. The inspector of election reports that they are represented in person or by proxy, 386,288,095 shares of common stock or approximately 93% of all the shares entitled to vote at this meeting, so we have a quorum.

Great. Thanks, Andy. Because holders of a majority of the shares entitled to vote at this meeting are present, in person or by proxy, this meeting is duly convened. So that everyone knows what to expect this afternoon, let me summarize our agenda quickly. First, I've already called the meeting to order, and we'll have Andy take care of some housekeeping. Second, we will present all of the proposals subject to a vote for your consideration. Then we'll adjourn the formal portion of the meeting and end with a Q&A session. Andy, can you please review with our stockholders a few procedural points?

Yes, of course, Pete. Thank you. First, we are recording this meeting, and you will 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. Second, you've each been provided access to the agenda and to the rules of conduct and procedure for today's meeting on the virtual meeting page. The agenda for today's meeting sets forth the proposals for stockholder consideration and the order of business, which will be conducted in accordance with the company's bylaws and the meetings, rules of conduct and procedures. So that we have an orderly meeting, we ask everyone to abide by these rules. [Operator Instructions] Third, the polls opened at 10 a.m., and you are able to vote during this meeting until Pete 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 want to change your vote, you do not need to vote again. Finally, I'd like to point out that some of our discussion today may include forward-looking statements. Forward-looking statements are statements about, among other things, financial projections, managerial plans or objectives or future economic performance. Actual results may differ materially from those projected by any forward-looking statements. In our annual report on Form 10-K for 2019 filed on February 26, 2020, and our quarterly report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 15, 2020, we include sections and forward-looking statements and risk factors that could materially and adversely affect our business. For additional information, we refer you to these filings, which are available on our website and on the Securities and Exchange Commission's website.

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

Thank you, Pete. The stockholders have 2 issues on the table today for their consideration: the first is to vote to fill 3 Board seats for which Kirk Arnold, William Donnelly and Marc Jones are all running for reelection; the second is to ratify the Audit Committee's choice of auditor Deloitte & Touche. There are no additional candidates or proposals that have been properly brought before the meeting. As a reminder, if you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. Let's move on to the first proposal. It is to reelect Kirk Arnold, William Donnelly and Marc Jones to the Board. They will continue to be Class III Directors, meaning that their normal terms would run until the Annual Meeting 3 years from now in 2023. Directors are elected by plurality voting, which means that those 3 nominees receiving the highest number of votes will be elected as directors. The Board of Directors recommends the election of Kirk Arnold, William Donnelly and Marc Jones to the Board. Does anyone have any questions concerning this proposal? The next proposal is the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year 2020. This proposal will be approved if supported by the affirmative vote of a majority of the shares represented at the meeting. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions considering this proposal? Pete, we can now proceed with the voting.

As a reminder, the polls are open. If you wish to vote and have not submitted your vote, please do so now. [Voting]

Okay. The polls are now closed. The ballots and proxies will be held by the inspector of election. The inspector of election will count the votes and provide the preliminary results.

I note for the minutes that the polls closed at 10:06 a.m. Okay, Pete, it appears that all ballots have been counted.

Thanks, Andy. Can you report the preliminary results?

Yes, Pete, I can. We have been informed by the inspector of election that the nominees for election to the Board of Directors have been duly elected and that the ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2020 has been approved.

Great. I want to thank our stockholders for their support and for the trust that they put in the Ingersoll Rand team. We will publish the final voting results in the next few days on a Form 8-K. As that was the last formal order of business, I declare the official portion of the meeting adjourned. We will now continue informally with a brief Q&A session. Let me turn things over to Vicente for that portion of the meeting.

Thank you, Pete. We will now open the floor to questions. The representative from Deloitte & Touche introduced earlier is also available to answer appropriate questions from stockholders. But it's important to note that we're unable to answer any questions on our second quarter performance on this call. Andy, have any stockholders submitted questions?

Vicente, we have no questions submitted.

Okay. There being no further questions, let me turn the meeting back over to Pete, our Chairman.

Thanks, Vicente. That was the last item on our agenda, and this concludes the informal portion of the meeting. I want to thank everyone, especially our stockholders for their time and participation and support. It's our pleasure and privilege to be involved with such a great company, and we look forward to executing on our 5 key strategies in driving future stockholder value.

This now concludes the meeting. Thank you for joining, and have a pleasant day.