InTest Corporation (INTT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Media stockholders with inTEST Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Nick Grant, President and Chief Executive Officer of NPEs Corporation. Mr. Grant, the floor is yours.

Thank you, Valerie. Good morning. I'm Nick Grant, President and Chief Executive Officer of inTEST Corporation and a Director on the Board of Directors, and I will act as Chairman of this meeting. I welcome all of you to inTEST's 2022 Virtual Annual Meeting, and thank you for your interest in inTEST. We hope you and your families are safe and healthy at this time. I will now call the meeting to order. This meeting will proceed according to the rules of conduct located under the documents tab on the right-hand side of the screen. With me today is Duncan Gilmour, Chief Financial Officer, Treasurer and Secretary of the company. I would also like to introduce our directors other than myself, who are participating today virtually as well. Steven J. Abrams, Esq., Jeffrey A. Beck, Joseph W. Dews IV and Gerald Maginnis. We are also joined at this virtual meeting by our independent auditors, RSM US LLP, who are here to answer questions you may have at the appropriate time. As presented on the agenda that you can find underneath the documents tab on the web portal for the meeting. We will now proceed with the formal bit of the meeting namely: one, to elect the 5 directors of the company, who will serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified; two, to approve the amendment and restatement of the inTEST Corporation third amended and restated 2014 stock plan to increase the number of shares; three, to ratify the appointment of RSM US LLP as our independent registered accounting firm for the year ending December 31, 2022; and four, to approve on an advisory basis the compensation of our named executive officers. Mr. Duncan Gilmour, Financial Officer, Treasurer and Secretary, will now report on the giving of the notice of the meeting and the availability of the list of stockholders and the presence of the quorum.

Mr. Chairman, I report that the notice of Annual Meeting of Stockholders dated April 29, 2022, stating the time, place and purpose of this meeting was duly mailed to all stockholders of record on or before May 18, 2022. Together with a copy of the proxy statement dated April 29, 2022, the form of proxy and the company's 2021 annual report. A complete list of stockholders as of the close on April 27, 2022, has been available for inspection by the stockholders for 10 days prior to this meeting and continues to be available to the stockholders during this meeting by accessing the link listed underneath the Documents tab. There are issued and outstanding 10,962,117 shares of common stock entitled to vote at this meeting. I have been informed by the inspector of the election that the holders of more than a majority of the shares of common stock outstanding and entitled to vote at this meeting are present or represented by proxy. Therefore, we have a quorum for the transaction of business at this meeting.

The Secretary is directed to file a copy of the notice of the Annual Meeting of Stockholders, the proxy statement and the form of proxy in the company's minute book. Susan Dawson has been asked to serve as the Inspector of Election. She has taken an oath which will be filed with the minutes of this meeting. The polls are now open for the election of directors, approval of the amendment statement of the third amended and restated 2014 stock plan, ratification of our independent registered public accounting firm, and approval on an advisory basis of the compensation of our named executive officers. Any stockholders who have not yet voted or wish to change their votes with respect to any of the proposals may do so by clicking on the vote tab on the web portal. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. The inspector will tabulate votes on each matter while we continue with the meeting, and she will submit the results of voting at the end of the meeting. The meeting will now proceed to the election of directors. The nominees are: Steven J. Abrams Esq.; Jeffrey A. Beck; Joseph W. Dews IV; Richard N. Grant Jr.; and Gerald J. Maginnis. If you have any questions regarding this proposal, please submit such questions through the web portal at this time.

There are no questions in the queue at this time.

As a reminder, any stockholders who have not yet voted or wish to change their vote may do so by clicking the tab on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or the Internet and do not want to change their vote, do not need to take any further action. The next order of business is the approval and amendment -- the approval of the amendment and restatement of the third and amended restated 2014 stock plan. If you have any questions regarding this proposal, please submit such questions through the web portal at this time.

There are no questions in the queue.

As a reminder, any stockholders who have not yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. The next order of business is the ratification of the appointment of the company's independent registered public accounting firm by the Audit Committee of the Board of Directors for the year ending December 31, 2022. The Audit Committee has appointed RSM US LLP. Are there any questions which any stockholder would like to address to the management or to the representatives of RSM US LLP, who are present at the meeting in relation to their appointment as independent registered public accountants?

No questions in the queue.

As a reminder, any stockholders who have not yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet do not -- and do not want to change their vote, do not need to take any further action. The final order of business is the approval on an advisory basis of the compensation of our named executive officers. Are there any questions on the foregoing proposal? You may again submit your questions through the web portal.

There are no questions in the queue at this time.

Thank you. As a reminder, any stockholders who have not yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies are voted via telephone or Internet and do not want to change their vote, do not need to take any further action. The polls are now closed with respect to the election of directors, the approval of the amended and restated -- restatement of the third amended and restated 2014 stock plan, the ratification of the appointment of the independent registered public accounting firm and the approval on an advisory basis of the compensation of our named executive officers. Will the Inspector of Elections please make her report.

Okay. Based on the preliminary report with respect to the first proposal concerning the election of 5 directors, each director nominee has received the requisite number of votes for election to the Board. The second proposal concerning the approval of the amendment and restatement of the third amended and restated 2014 stock plan has received the requisite number of votes for passage. The third proposal ratifying the appointment of RSM as the company's independent registered public accounting firm has received the record votes for passage. The fourth proposal approving the compensation of the company's named executive officers has received the requisite number of votes for passage. Please note that this report was preliminary and the results for the final votes will be included in a Form 8-K to be filed with the SEC.

The preliminary tally of votes has been completed. The inspector of election's final report will be filed with the records of the company. We will now adjourn the meeting. Thank you for your interest and support.

This concludes the meeting. You may now disconnect.