INNOVATE Corp. (VATE) Earnings Call Transcript & Summary

Hello, 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 Avie Glazer, Chairman of the Board of INNOVATE Corp. Mr. Glazer, the floor is yours.

Will the meeting please come to order. I'm Avie Glazer, Chairman of the Board of INNOVATE Corporation. Along with my fellow directors and the executive officers of the company, I would like to welcome you to our 2024 Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of INNOVATE. I would like to introduce the directors of INNOVATE who will be in attendance today. We welcome Warren Gfeller, Brian Goldstein and Amy Wilkinson. Also in attendance are Paul Voigt, our Interim Chief Executive Officer; and Michael Sena, our Chief Financial Officer and Corporate Secretary. I will now turn the meeting over to Mr. Sena to provide some further information and proceed with the formal business of the meeting.

Thank you, Avie, and welcome to all attendees. Let me first review some procedural meeting matters. Stockholders may submit questions during this meeting that relate to the purpose of the meeting by going to the Q&A section of the virtual meeting screen, up until the time we indicate that the question-and-answer session is concluded. The agenda for the meeting and the rules of conduct are located on the meeting site. In order to conduct an early orderly meeting, we ask that participants abide by these rules. We are also joined by representatives of BDO USA, the company's independent registered public accounting firm, who will be available at the conclusion of the meeting to respond to questions. Amilja Regan of Computershare Investor Services has been appointed to serve as the independent inspector of the election for this meeting. She has signed an oath to act as inspector, which will be filed with the meeting minutes. A copy of the proxy card, the Notice of Annual Meeting of Stockholders and proxy statement and supplement thereto and the annual report on Form 10-K for the fiscal year ended 2023 have been sent or otherwise made available to each stockholder entitled to vote at this meeting. Electronic copies of the notice and proxy statement and the annual reports are also available on the virtual meeting website and on the company's website and will be filed with the meeting minutes. The affidavit of mailing and the Notice of Annual Meeting will be filed with the meeting minutes. The record date for this meeting was April 17, 2024. A list of the company's stockholders of record is available on the virtual meeting website during this meeting and will be filed with the records of the company. Our inspector of election has advised us that a quorum is present at this meeting, so I declare the meeting duly and lawfully convened and now open and ready for business. The polls for voting on all matters before this meeting were opened 15 minutes prior to the start of the meeting, and all INNOVATE stockholders entitled to vote at the meeting can vote online. If you are entitled to vote and have not yet voted or if you want to change your previously cast vote, you can do so now using the virtual meeting website. Please remember that if you have already voted by proxy, it is not necessary to vote again. We will now review each of the proposals. Once this review is completed, we will close the polls and the inspector of election will provide her preliminary report. The first proposal is the election of directors for a 1-year term expiring at the 2025 Annual Meeting of Stockholders. The nominees are Avram Glazer, Warren Gfeller, Brian Goldstein and Amy Wilkinson. Information concerning the nominees which may be of interest is contained in the proxy statement. No other nominations were properly submitted and I declare the nominations to be closed. The second proposal is an advisory resolution on the compensation of our named executive officers and as described in our proxy statement. This proposal is advisory and nonbinding, but the vote will inform our Compensation Committee and Board regarding investor sentiment about our executive compensation philosophy, policies and practices, which they can consider when making future executive compensation decisions. The third proposal is an amendment to the company's Certificate of Incorporation to provide for exculpation of certain officers of the company as permitted by recent amendments to Delaware law as described in our proxy statement. The fourth proposal is an amendment to the company's Certificate of Incorporation to increase the number of authorized shares of common stock as described in our proxy statement. The fifth proposal is an amendment to the company's Certificate of Incorporation to effect the reverse stock split of our outstanding shares of common stock as described in our proxy statement. The sixth proposal is an amendment to the company's second amended and restated 2014 Omnibus Equity Award Plan to increase the number of shares of common stock available for issuance thereunder as described in our proxy statement. The seventh proposal is approval of vesting on July 25, 2024, the first anniversary of the date on which his employment with the company began, of restricted stock unit and stock option awards granted to our Interim Chief Executive Officer, as described in our proxy statement. The eighth proposal is an approval of the conversion of 31,285.7265 shares of the Series C preferred stock into common stock in connection with the company's rights offering, as described in our proxy statement. The ninth and final proposal 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, 2024. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Are there any questions with respect to any of the proposals? Seeing none, it is now 12:07 p.m. and the polls are closed. Will the inspector of election please deliver a preliminary report?

Having examined all of the ballots filed with me, I report that each of the following 4 nominees for Director: Avram Glazer, Warren Gfeller, Brian Goldstein and Amy Wilkinson, as submitted in Proposal #1 has been duly elected; and that each of Proposal #2, Proposal #3, Proposal #4, Proposal #5, Proposal #6, Proposal #7, Proposal #8 and Proposal #9 has received the required number of affirmative votes and is approved.

We will file the final report of the inspector of election with the records of this meeting and expect to report the voting results on a Form 8-K filed with the SEC within 4 business days. That concludes the business for the meeting. The meeting is now adjourned and is open for general questions-and-answer period. Since no questions were submitted relevant to today's agenda, I want to thank you for attending today's meeting.

This concludes the meeting. You may now disconnect.