Kulicke and Soffa Industries, Inc. (KLIC) Earnings Call Transcript & Summary

The meeting will please come to order. I'm Peter Kong, Chairman of the Board of Directors of K&S. I would like to welcome you to our 63rd Annual Shareholders Meeting as a public company. We're excited to be hosting this meeting virtually, which will allow us to be more inclusive and reach a greater number of our valued shareholders. Before proceeding with the business of the meeting, I need to make a few administrative announcements. I would like to point out that the audio portion of this meeting is being broadcast live over the Internet of our website, www.kns.com. We have shareholders attending this meeting via the URL as printed on our proxy statement. As is our custom, we will conduct the business portion of our meeting first and answer questions nearer to the end of the meeting. In addition, an audio recording will be made of the entire meeting, including any questions or comments that you may have. The audio recording will be available at our website for a limited time following this meeting. I also want to point out that in addition to historical statements, remarks and comments today may include forward-looking statements, which are covered by the safe harbor provisions of the 1995 Private Securities Litigation Reform Act. Actual results may turn out significantly better or worse than indicated by any forward-looking statements made this afternoon. For a complete discussion of the risks associated with the operations of K&S, please refer to the company's SEC filings, especially to the Form 10-K for the fiscal year ended September 28, 2024. I would now like to introduce the other members of the Board of Directors of the company. Dr. Fusen E. Chen, who is also the President and Chief Executive Officer of K&S; Mr. David Jeffrey Richardson; Ms. Mui Sung Yeo; Ms. Denise Dignam; Mr. Gregory F. Milzcik; and Mr. John A. Olson. The term of Mr. Chin-Hu Lim will expire at this annual meeting and Mr. Lim will not attend -- will not stand for reelection. The company thanks Mr. Lim for his distinguished service as a Director of the company over the past 14 years. I'll now call for Mr. Zi Yao Lim, the Corporate Secretary of the company, for the required formal announcements. Mr. Lim will record the minutes of today's meeting.

Mr. Chairman, I present a copy of the notice of Internet availability of the notice of meeting, the proxy statement, the proxy card as well as the annual report. I also present an affidavit as to the mailing on 23rd January 2025 of the notice of Internet availability to each person who was a shareholder of record on 9th December 2024, the record date for this meeting. The notice of meeting called for this meeting to be conducted virtually on March 5, 2025, at 1:00 p.m. Singapore time for the purposes of electing directors, approving an amendment to the company's 2021 Omnibus Incentive Plan, ratifying the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the 2025 fiscal year, a nonbinding vote on executive compensation and transacting such other matters as may properly come before this meeting. I have a complete list of shareholders entitled to vote at this meeting.

The affidavit of mailing and the attachments thereto will be filed with the minutes of the meeting. As Chairman of the meeting, I appoint Peter Descovich as judge of election. The judge of election has informed me that there is a quorum present. Our custom has been to dispense with the reading of the minutes of the last annual meeting. Accordingly, I will move on to the 4 matters submitted to a vote of the shareholders as outlined by Mr. Lim. We will defer voting until all the matters are properly tabled before the meeting and ready for voting. The Board of Directors has nominated Ms. Denise Dignam for election at the annual meeting to serve until the 2029 Annual Meeting and until her successor is duly elected and qualified. The second order of business is to approve the amendment of the company's 2021 Omnibus Incentive Plan. We believe that increasing the number of shares available for issuance under the plan is necessary to allow the company to continue to use equity-based awards to recognize the contributions of eligible officers, employees and nonemployee directors and as an effective means to promote the full future growth and development of the company. The third order of business is the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accountants. The Audit Committee of our Board appointed PricewaterhouseCoopers LLP as the company's independent registered public accountants for fiscal 2025. As you know, PricewaterhouseCoopers LLP has served as the company's independent registered public accounting firm for the past several fiscal years. I want to introduce Mohamad Saiful Saroni of PricewaterhouseCoopers LLP. If any shareholder has any questions for PricewaterhouseCoopers LLP, they can be raised during the question-and-answer period. The fourth order of business is the advisory vote to approve on a nonbinding basis, the overall compensation of the company's named executive officers. If there is no discussion, we now can proceed to the voting on the matters before the meeting. As has been customary, we will vote on all matters by ballot. While we are waiting for the report of the judge of election, I would like to ask Dr. Fusen Chen, our President and CEO, to make a few remarks.

Thank you, Peter. Over recent years, we have uncovered new growth paths through our direct and [ indirect ] involvement of several critical technology transitions. Demand of our innovative and enabling solution is accelerating, and we remain organizationally focused to further extend our access to new markets. In parallel to this growth initiative, we continue to deliver value to shareholders. K&S has participated in a variety of industry change over the past 7 decades through its superior product offering and relentless pursuit of innovative breakthrough. As we stand here today, we are excited to be leading several industry change in Europe. This fundamental change are enhancing the value proposition and the growth potential of our semiconductor, automotive and industrial solution. Within semiconductor, we recently gained access to the most advanced assembly processes, which were previously excluded from our core semiconductor market. In support of More-than-Moore trend, demand for chiplet heterogeneous integration and the multi-die package continue to increase. As a semiconductor assembly value chain, we align to address these new challenges. Our leading Fluxless Thermo-Compression, FTC and vertical wire solution are well positioned to critically enable next-generation logic and memory assembly. Our FTC customer engagement has been robust with penetration now including a leading memory customers on top of our existing base of leading IDM, foundry and OSAT customers. Next, within the automotive and industrial end market, we are very involved in supporting the proliferation of ADAS, growth of electric vehicle, charging infrastructure and the new requirement for sustainably generated electricity. Our high-power interconnect solution in wedge bonding as well as the recent win in advanced dispense are enabling higher performance electric vehicle and more efficient power semiconductor. Cross collaboration with customers, university and the consortium ensure our business remain nimble, flexible, growth oriented and best positioned to create long-term shareholder value across our submarket. Based on this strategy, we have continued to prudently deliver capital allocation through a competitive dividend, annual dividend raise and the cumulative deployment of over $900 million in open and accelerated share repurchase since August of 2014. In closing, we are increasingly at the forefront of long-term secular technology change as we prepare for the more and wedge demand to fully recover. We continue to relentlessly extend this growth platform through a dedication to innovation and with close engagement with industry leaders. I would like to thank our global customers, external partner and our dedicated performance-oriented network of employees for unlocking this next phase of corporate growth. Thank you.

Thank you, Fusen. Now as has been customary, we are happy to entertain any questions you might have. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to, will be addressed on our company website. If there are no further questions, I'm advised that the judge of election has completed the count of the votes and delivered the report to the Corporate Secretary. The Corporate Secretary will now announce the results as reflected in the judge's report.

Mr. Chairman, the judge's report shows 48,706,121 shares of common stock present in person and/or present by proxy, which the judge has certified to be a quorum of the outstanding common stock on all matters presented at this meeting. The judge's report further shows that sufficient votes were cast for the election of Ms. Denise Dignam, for the approval of the amendment to the company's 2021 Omnibus Incentive Plan, for the ratification of the appointment of PricewaterhouseCoopers LLP and for the approval on a nonbinding basis, the overall compensation of the company's named executive officers.

In accordance with the results certified by the judge of election, I hereby declare that Ms. Denise Dignam has been elected as a director for the term for which she was nominated, that the amendment to the company's 2021 Omnibus Incentive Plan has been approved, that the appointment of PricewaterhouseCoopers LLP, an independent registered public accountants for the 2025 fiscal year has been ratified and that the shareholders have approved on a nonbinding basis the overall compensation of the company's named executive officers. The final results of the voting will be included in our reports filed with the U.S. Securities and Exchange Commission. I order that the report of the judge of election be filed with the minutes of the meeting. The meeting is now adjourned. On behalf of all the directors, officers and employees, I thank all of you for attending the meeting.