JBT Marel Corporation (JBTM) Earnings Call Transcript & Summary

May 15, 2020

New York Stock Exchange US Industrials Machinery shareholder_meeting 6 min

Earnings Call Speaker Segments

Thomas Giacomini

executive
#1

Good morning. I am Tom Giacomini, Chairman of the Board of Directors of John Bean Technologies Corporation. And on behalf of the company, I want to welcome you to our 2020 Annual Meeting of Stockholders. We have chosen to host our meeting virtually, allowing us to protect the health and safety of all participants. Before proceeding with the business portion of our meeting, I am pleased to introduce our newest Board member, who is joining us today, Lawrence Jackson, Chairman of the Board of Directors of SourceMark. The additional Board members joining today include Barbara Brasier, Maury Devine, Alan Feldman, James Goodwin, Polly Kawalek, Emmanuel Lagarrigue and Jim Ringler. The representatives from our external audit firm, KPMG, who are in attendance today are [ Steve Adjukovic ], Alan Lewis and CW Ingram. And our inspectors of election today, who are appointed by our Board are Greg Packard and Lynn Watkins. Noah Popp is the Corporate Secretary, and I will ask him to please report on the mailing of the notices.

Noah Popp

executive
#2

Thank you, Tom, and welcome everyone. Tom, the company's 2019 annual report and notice of the 2020 Annual Meeting of Stockholders or notice of internet availability of these proxy materials were mailed beginning on April 2, 2020, to each holder of JBT Corporation common stock at the close of business on March 20, 2020. A complete list of the stockholders entitled to vote at the meeting has been open to inspection by any stockholder for the past 10 days and is currently available on the meeting website for inspection, as is an affidavit attesting to the mailing of the proxy. But such list will not be publicly made available. As a reminder, as is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Please note that you may submit questions throughout the meeting. You do not need to wait until the end of the meeting. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. We may not be able to answer all questions. Please note that the meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. I would like to now officially call this meeting to order.

Thomas Giacomini

executive
#3

Thanks you, Noah. Will you now report on the attendance at this meeting?

Noah Popp

executive
#4

Yes, the judges have verified that proxies representing at least 30,669,974 shares of common stock have been received. These proxies represent 96.85% of the total shares issued and outstanding and entitled to vote at this meeting. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.

Thomas Giacomini

executive
#5

Thank you, Noah. Legal notice of the meeting has been given, and there is a quorum of the common stock present. This meeting is therefore lawfully convened and ready to transact business.

Noah Popp

executive
#6

The polls are open. Any stockholder who has not yet voted or wishes 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.

Thomas Giacomini

executive
#7

The first item of business is the election of 3 directors for terms to expire at 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for directors are: Barbara L. Brasier, myself, and Polly B. Kawalek. Our second item of business relates to the advisory vote of stockholders on the 2019 compensation of our executive officers reported in our proxy statement. Our third and final item of business is a proposal that our stockholders ratify the appointment of KPMG by the Audit Committee as the company's independent public accounting firm for 2020.

Noah Popp

executive
#8

As a reminder, if any stockholders have not yet voted or wish to change their vote, please do so at this time. [Voting]

Noah Popp

executive
#9

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 JBT Annual Stockholder Meeting closed at 9:35 a.m. Central Time on May 15, 2020.

Thomas Giacomini

executive
#10

Noah, do we have the preliminary voting results?

Noah Popp

executive
#11

Yes, Tom, we do. We have voted the proxies we hold authorizing us to vote shares, respectively, for the election of Barbara L. Brasier, Thomas W. Giacomini and Polly B. Kawalek as directors accordingly. And based on these votes, they have been so elected. We have voted the proxies we hold authorizing us to vote for shares for approval for proposals 2 and 3. And based on these votes, such proposals have been approved. We will be reporting the final vote results on a Form 8-K to be filed within 4 business days.

Thomas Giacomini

executive
#12

There being no further business to be conducted, the business portion of the meeting is hereby adjourned. Having not received any questions at this time, we appreciate your attendance at our Annual Shareholder Meeting. On behalf of John Bean Technologies Corporation's Board of Directors and employees, you, our shareholders can rely on our commitment to high standards of operational excellence for all JBT stakeholders. Thank you for your attendance today and your continuing interest in JBT.

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