Kadant Inc. (KAI) Earnings Call Transcript & Summary

Greetings and welcome to the Kadant Inc. 2024 Annual Meeting of Shareholders. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Mr. Jonathan Painter. Sir, please go ahead.

Hello. This is Jon Painter, Chairman of the Board of Directors. Good afternoon, everyone, and thank you for joining us today. I now call to order the 2024 Annual Meeting of Stockholders of Kadant Inc. First, I'd like to introduce our directors, all of whom are with us today: Jack Albertine; Tom Leonard; Rebecca Martinez O'Mara; Jeff Powell, who's also our President and CEO; and Erin Russell. Next, I'd like to introduce the other members of our management team who are present or participating in today's meeting. Mike McKenney, EVP, CFO and Assistant Secretary; Stacy Krause, SVP, General Counsel and Secretary; Deborah Selwood, SVP and Chief Accounting Officer; Dara Mitchell, SVP, Corporate Development; Peter Flynn, SVP; Tom Andrew Blanchard, VP; Michael Colwell, VP; Fredrik Westerhout, VP; Thomas Martin, VP Tax; Orrin Bean, Treasurer; Ryan DeSisto, Assistant General Counsel. Also here with us today is Mark Holtzman, representing KPMG, our independent registered accounting firm and they're available to answer any questions you may have regarding our audited financial statements. Stacy Krause has been appointed as Inspector of Election for the annual meeting, and will now report on the meeting procedures, the quorum -- and present the voting results. Stacy?

Mr. Chairman, a quorum is present for the transaction of business at today's annual meeting. In addition, voting at today's meeting will be by proxy. However, if anyone present holds their shares directly in record name has not voted their shares and would like to do so now, please raise your hand and we will provide you with a proxy card. Or if you are participating virtually, please take a moment now to cast your vote through the online voting platform by clicking the Vote my Shares button. I will now pause for a moment to address any final votes. Seeing no hands and having enabled final online votes to be cast, I now declare that the polls for voting are closed. 5 items of business have been presented for the consideration of stockholders at this meeting. Proposal 1, election of directors. The first proposal was the election of 2 directors constituting the entire class of directors to be elected for a 3-year term expiring at the 2027 Annual Meeting of Stockholders. The directors nominated for reelection are: Erin L. Russell, Rebecca Martinez O'Mara. Mr. Chairman, the tally of the proxies shows that a majority of the votes cast by the shareholders entitled to vote at this meeting were in favor of the election of the nominees and the nominees have been elected. Proposal 2, say-on-pay. The second proposal was to approve by a nonbinding advisory vote the following resolution also known as say-on-pay. Resolved that the compensation paid to our named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in our proxy statement is hereby approved. Mr. Chairman, the tally of the proxies shows that a majority of the votes cast by the shareholders entitled to vote at this meeting, were in favor of the approval of the adoption of this resolution and the proposal is approved. Proposal 3, amendments to our amended and restated 2006 equity incentive plan. The third proposal was to amend our amended and restated 2006 equity incentive plan to extend the plan's term by 10 years from the date of the annual meeting. Mr. Chairman, the tally of the proxies shows that a majority of the votes cast by the shareholders entitled to vote at this meeting were in favor of holding -- were in favor of the proposal. Proposal 4, grant of RSUs to our nonemployee directors. The fourth proposal was to approve a grant of restricted stock units to our nonemployee directors under our 2006 amended and restated equity incentive plan as amended. Mr. Chairman, the tally of the proxies shows that the majority of the votes cast by the shareholders entitled to vote at this meeting were in favor of the approval of the grant of restricted stock units to our nonemployee directors and the proposal is approved. Proposal 5, ratification of the selection of auditors. Our fifth and final item of business was the ratification of the selection of KPMG LLP as our independent registered accounting firm for the 2024 fiscal year. Mr. Chairman, the tally of the proxies shows that the majority of the votes cast by the shareholders entitled to vote at this meeting were in favor of the ratification of the selection of our auditor and the proposal is approved. Mr. Chairman, this completes my voting report and concludes the business portion of our annual meeting. At this time, I want to pause and address questions from stockholders. There are no questions at this time. Mr. Painter, do you want to conclude the meeting?

Yes. Yes, as there is no further business to present at the meeting, the meeting is declared adjourned.

Thank you. This concludes today's conference, and you may disconnect at this time. We thank you for your participation.