Kennedy-Wilson Holdings, Inc. (KW) Earnings Call Transcript & Summary

So thank you. Good morning, everyone. I'm Bill McMorrow. I'm Chairman and Chief Executive Officer of Kennedy-Wilson Holdings, Inc., and I welcome you to our company's Annual Meeting of Stockholders. This meeting was called pursuant to a written notice and proxy statement filed with the Securities and Exchange Commission on April 28, 2020, and sent to share -- stockholders on or around May 8, 2020. As we've previously announced, due to the public health impact of COVID-19, government restrictions limiting the number of people who may physically gather and to support the health and well-being of our stockholders and employees, we moved our annual meeting to a virtual meeting format. I will now call the meeting to order. First, I'd like to introduce the company's directors who are present today. Here with us virtually are: Todd Boehly, Richard Boucher, Trevor Bowen, Norm Creighton, Cathy Hendrickson, Dave Minella, Kent Mouton, Mary Ricks, John Taylor, Sanaz Zaimi and Stanley Zax. Also with us are Todd Refnes, Randy Strait and Andy Kwan, representatives of KPMG LLP, who are also with us virtually today. At this time, I hereby appoint In Ku Lee as secretary and Margaret Lloyd of Continental Stock Transfer & Trust Company as inspector of elections of the meeting. A list of stockholders as of the record date for the meeting is available for inspection by stockholders by contacting Daven Bhavsar, our Vice President of Investor Relations. I will now call upon Margaret Lloyd to report on the number of shares represented at this meeting. Margaret?

Thank you. As of the close of business on April 24, 2020, which was the record date of stockholders entitled to vote at this meeting, there were 155,545,104 shares of common stock of the company issued and outstanding or underlying the company's outstanding preferred stock that are entitled to vote. After examining the proxies and the number of shares represented by the stockholders present, there are a total of 143,515,138 shares of common stock present at this meeting and therefore, a quorum exists.

Thank you, Margaret. At this time, I hereby declare that the meeting is lawfully and properly convened, and we may now proceed to the business referred to in the notice and proxy statement. The first proposal is the election of 4 directors to each hold office for a 3-year term and until their successors are duly elected and qualified. The nominees are Todd Boehly, David Minella, Mary Ricks and Sanaz Zaimi. The second proposal is the approval, on an advisory and nonbinding basis, of the compensation of the company's named executive officers. The third proposal is the ratification of the appointment of KPMG LLP as the company's independent registered accounting firm for the 2020 fiscal year. The virtual polls have been open since the beginning of the meeting. Any stockholder who has not yet voted or wants to change their vote, may do so by clicking the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or already voted via the Internet and do not want to change their vote, do not need to take any further action. With that, I'm going to take a short pause here for anybody to vote. [Voting]

Now that everybody has had the opportunity to vote, I now declare that the polls are closed, and I call upon the inspector of elections to count the votes and then report the preliminary results of the voting. The final results of the meeting will be reported in a Form 8-K that will be filed tomorrow. Margaret?

The preliminary results of the balloting are as follows: Proposal 1, each of the 4 nominees have received the majority of the votes cast at the meeting and have been duly elected to the Board of Directors of the company for a 3-year term and until their successors are duly elected and qualified. Proposal 2, the advisory proposal with respect to the compensation of the company's named executive officers has received an affirmative vote of a majority of the votes cast at the meeting and has been approved. Proposal 3, the proposal to ratify the appointment of KPMG LLP as the company's independent registered accounting firm for the fiscal -- for the 2020 fiscal year received an affirmative vote of a majority of the votes cast at the meeting and has been ratified.

Thank you, Margaret. This concludes the formal portion of our meeting. I'll now adjourn the meeting unless there are any objections. With no objections, I hereby declare this meeting is adjourned. Now we'd like to open the meeting up to any questions. Since there are no questions, that concludes the program. Thank you all for your support.