Iron Mountain Incorporated (IRM) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Iron Mountain Incorporated. I would now like to introduce the first presenter, Al Verrecchia, Chairman of the Board of Iron Mountain Incorporated.

Good morning. I'm Al Verrecchia, Chairman of the Board of Iron Mountain Incorporated. Welcome to the 2021 Annual Meeting of Stockholders of Iron Mountain Incorporated. First and foremost, let me start by saying, I hope you are all healthy and well, and our thoughts go out to all of those who have been impacted by COVID-19. I also would like to thank Iron Mountain employees, in particular, those on the front line who every day are ensuring that the needs of Iron Mountain's customers are met as seamlessly as possible. Iron Mountain employees have shown selfless dedication and resilience in these challenging times. Let me now welcome you to our Annual Meeting of Stockholders that we, this year, are holding in a different way than before to make sure our shareholders have the opportunity to participate in a safe way. Thank you to the stockholders attending virtually via the web portal for joining us today. If you have trouble logging in or need assistance, please call us on TFN (844) 986-0822 for the U.S. or (303) 562-9302 internationally. As in prior years, we will conduct a formal portion of our meeting first, followed by a question-and-answer session. If you logged on as a shareholder using your control number, you can submit questions at any point during the meeting by typing your question in the Ask a Question text box on the web portal and clicking Submit. With that, let me officially call this meeting to order at 9:01 a.m. Eastern Standard Time on May 12. Before proceeding to the business of the meeting, I would like to first thank our directors for service and wise counsel each of them provided this past year. In particular, I would like to recognize and thank Paul Deninger, who is not standing for reelection, for his many contributions over his 10 years as an Iron Mountain Board member. Let me now introduce our 12 nominees for election as director: Jennifer Allerton; Pamela Arway; Clarke Bailey; Kent Dauten; Monte Ford; Per-Kristian Halvorsen; Robin Matlock; William Meaney; Wendy Murdock; Walter Rakowich; Doyle Simons; and myself, all of whom are in attendance by telephone. Also in attendance are Gerry Powderly and Katie Lombardi from Deloitte & Touche LLP, our auditors; Bill Curry from Sullivan & Worcester LLP, our outside legal counsel; and Joseph MacLelland from Broadridge Financial Solutions. In addition to Bill Meaney, we also have others from Iron Mountain Management present: Deborah Marson, Executive Vice President, General Counsel and Secretary; Barry Hytinen, Executive Vice President and Chief Financial Officer; Edward Greene, Executive Vice President and Chief Human Resources Officer; Raymond Fox, Executive Vice President and Chief Risk Officer; and Greer Aviv, Senior Vice President, Investor Relations. If questions arise that these people should appropriately address, they will be glad to respond. We will now proceed to the formal business of the meeting. Deborah Marson, Executive Vice President, General Counsel and Secretary of the Corporation, will act as the Secretary of the meeting. Joseph MacLelland of Broadridge Financial Solutions will act as the Inspector of Elections. Deborah has some matters to go over before we get to the voting. Deborah?

After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders who have joined the meeting using their 16-digit control number can ask questions in the designated field on the web portal. If you have joined as a guest, you cannot use this function. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors fixed March 15, 2021, as the record date for determining stockholders entitled to vote at this meeting. I have also been presented with an affidavit of distribution executed by a representative of Broadridge Financial Solutions, which states that delivery of the notice of the 2021 Annual Meeting of Stockholders of Iron Mountain Incorporated dated April 2, 2021, and a proxy statement of the same date commenced on April 2, 2021, to stockholders of record on the record date. Joseph MacLelland will now report on the presence of a quorum. Joseph?

The corporation had outstanding as of the close of business on March 15, 2021, 288,713,179 shares of common stock entitled to vote at this meeting. According to the bylaws of the corporation, a quorum consists of a majority of the outstanding shares entitled to vote on the record date or 144,356,590 shares. According to our preliminary tabulation, there are 243,943,119 shares present or represented at the meeting.

That being so, I, hereby, declare a quorum present for this meeting.

Thank you, Deborah and Joseph, for that report. Now I will present the matters to be voted upon. Proposal 1 is the election of directors. The current Board has nominated Jennifer Allerton; Pamela Arway; Clarke Bailey; Kent Dauten; Monte Ford; Per-Kristian Halvorsen; William Meaney; Robin Matlock; Wendy Murdock; Walter Rakowich; Doyle Simons; Alfred Verrecchia for election as directors to hold office until 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Proposal 2 is the approval of an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan to increase the number of shares of common stock authorized for issuance by 8 million shares; to extend the termination date of the 2014 plan from May 24, 2027 to May 12, 2031; to provide that, other than in certain circumstances, no equity-based award will vest before the first anniversary of the date of grant; and to provide that dividend and dividend equivalents are not paid with respect to stock options and stock appreciation rights. Proposal 3 is the approval of an amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance by 1 million shares. Proposal 4 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. It is a nonbinding vote, although the Compensation Committee and the Board will certainly take the results of the vote into account when making future compensation decisions. Proposal 5 is to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. It's now 9:10 a.m. Eastern Time on May 12, 2021, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following instructions there. Stockholders who have sent in proxy or voted -- or Internet and do not want to change their vote do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for the 2021 Iron Mountain Annual Stockholder Meeting closed at 9:12 a.m. Eastern Time on May 12, 2021. Joseph, will you please report on the tally of the votes?

The preliminary vote report shows that the nominees for election to the Board have been duly elected. The amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan has been approved. The amendment to the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan has been approved. And the compensation of the named executive officers has been approved by advisory vote. And the selection of Deloitte & Touche as the company's independent registered public accounting firm for the year ending December 31, 2021, has been approved.

Thank you, Joseph. The company will be reporting the final vote results on a Form 8-K filed with the SEC within 4 business days. Now we would like to open up for the stockholder questions and comments that are being entered on the web portal. Please note, we will attempt to answer as many questions as time allows. To the extent we have similar questions submitted by multiple shareholders, the moderator may combine them into 1 question. We will pause for stockholders to finish submitting their questions on the web portal.

Mr. Chairman, we have a question. What is our percentage equity holding in MakeSpace, LLC?

Could you repeat that question, please?

What is our percentage equity holding in MakeSpace, LLC?

What is our percentage equity holdings in MakeSpace? I will ask our CEO, Bill Meaney, to take that question. Bill?

Thank you, Al. It's a little over 40%.

Mr. Chairman, we have no further questions.

There being no further business to come before the meeting, the 2021 Annual Meeting of Stockholders of Iron Mountain Incorporated is now adjourned. Thank you.

Thank you. The Annual General Meeting for Iron Mountain Incorporated has now come to an end. Thank you for attending. You may now disconnect.