JELD-WEN Holding, Inc. (JELD) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the JELD-WEN Holding, Inc. 2020 Annual Meeting of Stockholders. At this time, the meeting will begin, and it is my pleasure to turn the floor over to your host, Matt Ross. Sir, the floor is yours.

Good morning. My name is Matt Ross, and I'm the Chairman of the Board. I would like to welcome you to the 2020 Annual Meeting of the Stockholders of JELD-WEN Holding, Inc., which we are hosting in a virtual format due to the COVID-19 pandemic. We hope that everyone is staying safe and healthy during this unprecedented time. I would like to begin by introducing the current members of the company's Board of Directors: Rod Wendt, Vice Chairman; Bill Banholzer; Stormy Byorum; Greg Maxwell, Chair of the Audit Committee; Gary Michel, President and CEO; Anthony Munk; Suzanne Stefany, Chair of the Governance and Nominating Committee; Bruce Taten, Chair of the Compensation Committee; and Steve Wynne. I will now turn the meeting over to Gary Michel, our CEO, who will serve as the chair for the annual meeting.

Thank you, Matt, and thank you to everyone for joining us today at our virtual annual meeting. Before we make further introductions, I'd like to first share that our thoughts are with everyone who's been impacted by the COVID-19 pandemic, especially those frontline workers in essential roles in our communities. Our focus at JELD-WEN, first and foremost, is the health and safety of our associates, our customers and partners during this challenging time. In addition to our Board of Directors, we also have members of the company's executive leadership team with us. Finally, I would like to introduce our PwC audit partner, Mike Kuhn, who has worked on the audit of the company's financial statements for 2019. After adjournment of the meeting, we will be glad to answer any questions you may have about JELD-WEN, and PwC will be available to answer any questions on the company's financial statements. An agenda that outlines the order of business for the meeting and rules of conduct are available on the virtual meeting platform. To conduct an orderly meeting, we ask the participants abide by these rules. The meeting will take place as described in the agenda. If you wish to make a statement or comment on any of the proposals as presented, please submit your comment through the virtual meeting platform during the meeting, and we will address your comments and questions after our prepared remarks. You may vote on the matters to be presented through the virtual meeting platform at any time before we close the polls. James Hayes, our Corporate Secretary, will serve as Secretary of the meeting and record the proceedings. He has received an affidavit of Broadridge Financial Solutions, Inc. as to the mailing of the notice of the meeting which states that on or about March 27, 2020, notice of the meeting and notice of the Internet availability of proxy materials was mailed to all stockholders of record as of the close of business on March 9, 2020, the record date for this meeting. This Affidavit will be filed with the minutes of this meeting. I hereby appoint Ray Dunn of American Election Services, LLC as inspector of election for the meeting. He has signed an oath to act as inspector, and this oath will be filed with the minutes of this meeting. The inspector has the stockholder list of the company as of the close of business on the record date for the meeting, which shows stockholders and their respective number of shares entitled to vote at this meeting. This list is currently available on the virtual meeting platform, if any stockholder wishes to examine it, and will be filed with the minutes of this meeting. Mr. Hayes has advised that a quorum is present at the meeting. So I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. We will go through each item of business and then open the polls for voting. The first item of business is to approve certain amendments to our certificate of incorporation and bylaws to declassify our Board. If approved by our stockholders, each Class III director-nominees standing for election as described under proposal 2 would serve a 1-year term upon his or her election at the annual meeting. The declassification of the Board would then be phased in over a period of 2 years. The declassification amendment would not alter the existing terms of the Class I and Class II directors whose term expire at the annual meetings in 2021 and 2022, respectively. The Board recommends that you vote for the declassification of the Board. The second item of business is the election of 3 Class III directors of the company. As reflected in our proxy statement, the candidates who have been nominated to serve as Class III directors are Suzanne L. Stefany, Bruce M. Taten and Roderick C. Wendt. In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for Class III directors close. The Board recommends that you vote for each director nominee. The third item of business is to approve certain amendments to our certificate of incorporation and bylaws to eliminate all provisions requiring a supermajority vote of stockholders. If approved, any future stockholder-approved amendments would require only the affirmative vote of stockholders holding a majority of the outstanding shares of common stock entitled to vote. The Board recommends that you vote for the elimination of all super majority voting requirements. The fourth item of business is to approve certain amendments to our certificate of incorporation and bylaws to create a right of stockholders to call a special meeting. Currently, only our Board can call a special meeting of stockholders. The Board recommends that you vote for the right of stockholders to call a special meeting. The fifth item of business is to approve certain amendments to our certificate of incorporation and bylaws to establish a right of stockholders to take action by written consent in lieu of a meeting. The ownership threshold required to request stockholder action by written consent is the same ownership threshold required for stockholders to call a special meeting. The Board recommends that you vote for the right of stockholders to take action by written consent. The sixth item of business is to approve the compensation of the company's named executive officers. This proposal is a nonbinding advisory vote. The company's executive compensation is discussed in the Compensation Discussion and Analysis section of the proxy statement that was made available to you and also posted on the company's website and this virtual meeting platform. The Board recommends that you vote on an advisory basis for our say-on-pay proposal. The seventh item of business is to ratify the appointment of PwC as the company's independent registered public accounting firm for 2020. The appointment of PwC is discussed in our proxy statement. The Board recommends that you vote for the ratification of PwC as the company's independent auditor for 2020. I now declare the polls open to vote on the 7 proposals before the meeting. Any stockholders desiring to vote during the virtual meeting should do so at this time. Please note that there is no need for you to vote again if you have already returned your proxy and do not wish to change your vote. [Voting]

I now declare the polls closed on these proposals. The preliminary tabulation report indicates that all 7 proposals have been approved by the required votes cast. The final voting results will be reported by the company on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting. I hereby request that the final report of the inspector of election be filed with the minutes of this meeting. This completes the formal business to be conducted at this meeting. If there is no further business to come before the meeting, the meeting is now adjourned.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.