INNOVATE Corp. (VATE) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Stockholders of HC2 Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting's -- today's meeting over to Avi Glazer, Chairman of the Board. Mr. Glazer, the floor is yours.

Thanks. Will the meeting come to order? I'm Avi Glazer, Chairman of the Board of HC2 Holdings, Inc. Along with my fellow directors and executive officers of the company, I would like to welcome you to the special meeting of stockholders. We appreciate your attendance, your interest and most importantly, your support of HC2. The special meeting of stockholders is being held pursuant to the bylaws of the company and written notice to all stockholders. Due to the public health impact of the coronavirus outbreak, this meeting is being held by remote communication only in a virtual meeting format. Stockholders may submit questions that relate to the purpose of this meeting at any time during the meeting in the space provided on the virtual meeting screen. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. I would like to introduce the directors of HC2 who are in attendance today. We welcome Wayne Barr, Jr., a Director and our Interim Chief Executive Officer; as well as directors, Kenneth Courtis, Warren Gfeller, Michael Gorzynski and Shelly Lombard. The HC2 executives who are in attendance are Michael Sena, our Chief Financial Officer; Suzi Herbst, our Chief Administration Officer; and Joseph Ferraro, our Chief Legal Officer and Corporate Secretary. I would now like to turn the meeting over to Mr. Ferraro to proceed with the formal business of the meeting as set forth in the notice of special meeting and proxy statements.

Thank you, Mr. Chairman. My name is Joe Ferraro, and I am the Chief Legal Officer and Corporate Secretary of the company. The agenda for the meeting and the rules of conduct are located on the meeting website. In order to conduct an orderly meeting and give all eligible stockholders an opportunity to participate, we ask the participants abide by these rules. Amelia Regan of Computershare Trust Company, North America, has been appointed to serve as the independent inspector of the election for this meeting. Ms. Regan has subscribed to the oath of office, which will be filed with the minutes of this meeting. Computershare has certified that mailing of the notice of meeting and related proxy materials with respect to this meeting, commenced on October 19, 2020, all in forms attached to the affidavit of mailing to the company's stockholders of record as of the close of business on October 13, 2020. Computershare has also certified that the mailing of the amended notice of meeting commenced on November 10, 2020, in the form attached to the affidavit of mailing to the company's stockholders of record as of the close of business on October 13, 2020. A copy of each of the affidavit of the mailing will be filed with the minutes of this meeting. A complete list of the stockholders of record of the company's common stock and preferred stock as of the close of business on October 13, 2020, a record date for this meeting, who are eligible to vote at this meeting is available on the meeting website for inspection by any stockholder during the meeting. A copy of the list of stockholders will be filed with the minutes of the company. The number of shares of common stock and voting preferred stock on an as-converted basis, outstanding as of the record date and entitled to vote was 49,863,013. The number of shares represented at this meeting is in excess of 31,311,879 shares or 62.83% of the common stock and voting preferred stock on an as-converted basis. In accordance with the laws of the State of Delaware and the company's bylaws, a quorum is present at this special meeting. Proper notice having been given, this meeting has therefore been properly convened. It is 8:34 a.m. on November 20, 2020, and the polls for voting on all matters are open. All HG2 stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the meeting website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide her preliminary report. We'll move now to a review of the proposals. The first proposal to come before the company's stockholders is the authorized shares proposal asking stockholders to approve an amendment to the company's second amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the company's common stock to 160 million shares. The Board has recommended that the company's stockholders vote in favor of this proposal. Are there any questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. The second proposal to come before the company's stockholders is the rights offering proposal asking stockholders to approve the conversion of up to 35,000 shares of the company's Series B non-voting convertible participating preferred stock into common stock in connection with the rights offering to the extent that the issuance of common stock upon conversion of such shares of the company's Series B preferred stock requires approval under the rules and regulations of the New York Stock Exchange. The Board has recommended that the company's stockholders vote in favor of this proposal. Are there any questions or comments on this proposal? Seeing none, we'll move on to finalizing voting on the proposals presented. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, it is now 8:36 a.m., and the polls are closed. Will the inspector of election please deliver her preliminary report?

Good morning. Having examined all of the ballots filed with me, I report that proposal #1 has received the affirmative vote of a majority of the outstanding voting securities as of the record date and is approved. And that proposal #2 has received at least a majority of the votes cast and is approved.

Thank you. We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for the meeting. The meeting is now adjourned.

This concludes the meeting. You may now disconnect.