INNOVATE Corp. (VATE) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Stockholders of INNOVATE Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Avi Glazer, Chairman of the Board. Mr. Glazer, the floor is now yours.

Thank you. Will the meeting please come to order? I'm Avi Glazer, Chairman of the Board of INNOVATE Corporation. Along with my fellow directors and executive officers of the company, I would like to welcome you to our 2022 Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of INNOVATE. Stockholders may submit questions during this meeting that relate to the purpose of this meeting up until the time we indicate that the question-and-answer session is concluded by going to the Q&A section of 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 INNOVATE who are in attendance today. We welcome Wayne Barr, Jr., our President and Chief Executive Officer; and Warren Gfeller. The INNOVATE executives who are in attendance are: Michael Sena, our Chief Financial Officer; Suzi Herbst, our Chief Operating Officer; and Joseph Ferraro, our Chief Legal Officer and Corporate Secretary. Also attending this meeting are Russell Diller, Luis Torres and Michael Greenwood of BDO USA, LLP, the company's independent registered public accounting firm, who will respond to any appropriate questions submitted at the conclusion of the meeting. 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 annual meeting and proxy statements as supplemented.

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 site. In order to conduct an orderly meeting and give all eligible stockholders an opportunity to participate, we ask that participants abide by these rules. [ Amelia Regan ] of Computershare Investor Services 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 records of the meeting. I have a copy of the 2021 annual report on Form 10-K, which includes financial statements certified by BDO. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto, and the 2021 annual report 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 April 22, 2022, the record date for 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 records of the company. Our inspector of election, Ms. Regan, submitted her report, establishing the existence of a quorum at this meeting. Proper notice having been given, this meeting has therefore been properly convened. It is 11:03 a.m. on June 16, 2022, and the polls for voting on all matters are open. All INNOVATE 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 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 now move on to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the following 3 directors for a 1-year term expiring at the 2023 Annual Meeting of Stockholders. The nominees are: Avram A. Glazer, Wayne Barr, Jr. and Warren H. Gfeller. Information concerning their principal occupations, service as INNOVATE Board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Are there questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. Proposal #2 asks stockholders to approve an advisory resolution on the compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to our compensation committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board of Directors will be able to consider when making future executive compensation decisions. Are there questions or comments on this proposal? Seeing none, we'll move on to the third proposal. Proposal #3 asks stockholders to approve an extension of the final expiration date of the tax benefit preservation plan adopted by the Board on August 30, 2021, from August 30, 2022, to March 31, 2023, as described in our proxy statement. Are there questions or comments on this proposal? Seeing none, we'll move on to the fourth proposal. Proposal #4 is the ratification of the appointment of BDO as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of BDO to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2022. Are there any comments or questions on this proposal? Seeing none, we'll move on to finalize 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 11:06 a.m., and the polls are closed. Will the inspector of election please deliver her preliminary report?

Having examined all of the ballots filed with me, I report that each of the following 3 nominees for director: Avram A. Glazer, Wayne Barr, Jr. and Warren H. Gfeller, as submitted in proposal #1, has been duly elected. And that each of proposal #2, Proposal #3 and Proposal #4 has received at least a majority of the votes cast and is approved.

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, and the meeting is now adjourned. We will now respond to any appropriate questions submitted during the meeting. There being no questions submitted during the meeting relevant to today's agenda, I want to thank you for attending today's meeting.

The meeting has concluded. You may now disconnect, and have a pleasant day.