L.B. Foster Company (FSTR) Earnings Call Transcript & Summary

Good morning. I am Lee Foster, the company's Chairman of the Board. This Annual Meeting of Shareholders of L.B. Foster Company is now called to order. We have shareholders attending via the web portal. [Operator Instructions] Responses to shareholder questions will be posted on the company's website, www.lbfoster.com. I would like to introduce the nominees for election to the Board of Directors: Raymond T. Betler; Dirk Jungé; Diane B. Owen; Robert S. Purgason; William H. Rackoff; Suzanne B. Rowland; Bradley S. Vizi; and Robert P. Bauer, Director and the company's President and Chief Operating -- Chief Executive Officer. Also present are Patrick J. Guinee, Senior Vice President, General Counsel and Corporate Secretary of the company; and representatives of Ernst & Young, our independent registered public accountants. I hereby appoint Mr. Gregory Denman, an associate of Carl Hagberg & Associates, to act as Inspector of Election. Mr. Denman signed an inspector's oath and has presented it to the Secretary of the meeting. I ask Mr. Guinee to serve as Secretary of this meeting and to report whether the requirements for the holding of this meeting have been fulfilled. Mr. Guinee, could you please give your report?

In compliance with the company's bylaws, the Board of Directors called this Annual Meeting of Shareholders and established March 26, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at this meeting. On or about April 15, 2021, Broadridge Financial Solutions mailed or e-mailed to common shareholders of record either a notice of meeting, a proxy statement and proxy and the company's annual report for the year ended December 31, 2020 or notice of Internet availability containing instructions on how to cast your vote and access the company's annual report, notice of meeting, proxy statement and proxy, which had been previously posted on the Internet. The affidavit of Broadridge Financial Solutions indicating that such mailings occurred is present at this meeting. An alphabetical list of common shareholders showing the name, address and number of shares held by each shareholder as of the record date is present at this meeting for reference and is available for inspection. As noted in the proxy statement, this list has been available at the company's executive offices for a period of 10 days prior to the meeting. I will now ask the Inspector of Elections to provide the total for the quorum. Mr. Denman?

Thank you. Of the 10,805,003 shares of common stock on the company of our outstanding on the record date, for this meeting, there were present in person or by proxy on file with the company 9,203,000 votes or more than 85% of the shares of such stock. This constitutes a quorum for the transaction of business.

Thank you, Mr. Denman. Since the requirements for calling this meeting have been duly observed and a quorum exists, I hereby declare this meeting to be duly constituted for the transaction of business. The first matter to be presented at this meeting is the election of 9 directors to serve until the next Annual Meeting of Shareholders and until their successors shall be elected and qualified. The Board of Directors' nominees for directors of the company are: Robert P. Bauer; Raymond T. Betler; Lee B. Foster II; Dirk Jungé; Diane B. Owen; Robert S. Purgason; William H. Rackoff; Suzanne B. Rowland; and Bradley S. Vizi. Are there any other nominations for the Board of Directors? There being no further nominations, nominations for directors of the company are hereby closed. The second matter to be presented at this meeting is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2021. Mr. Guinee, would you read the proposed resolution?

Resolve that the appointment of Ernst & Young as the company's independent registered public accounting firm be and hereby is approved. Mr. Chairman?

The third matter to be presented at this meeting is to approve by advisory vote the compensation paid to the company's named executive officers. [Operator Instructions] Are there any questions? There being none, we shall proceed. The voting on all matters submitted to this meeting shall be by ballot. The shares of those shareholders who have submitted a proxy will be voted by the proxy holders as directed. Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the Voting button the web portal and following the instructions there. Shareholders who have sent in proxies or voted by telephone or internet and do not want to change their vote do not need to take any further actions. [Voting]

All persons having voted, I declare the voting closed and request the Inspector of Elections to submit his report. I want to thank those of you who have shown your interest in the company by attending the meeting. I now have the report of the Inspector of Elections. Concerning the election of directors, each nominee received sufficient votes to be elected by a plurality of the votes cast. Accordingly, the Board of Directors' slate of nominees is elected. Concerning the ratification of Ernst & Young's appointment as independent registered public accounting firm, a majority of the votes cast were cast in favor of the ratification. Accordingly, the appointment of Ernst & Young has been approved. Concerning the advisory vote of the compensation paid to the company's named executive officers, a majority of the votes cast were cast to approve such compensation. Accordingly, the advisory vote to approve the executive compensation has been approved. Are there any additional matters to be presented at this meeting? There being no further business to be presented, I will entertain a motion to adjourn the meeting.

I so move.

And I second the motion.

Ladies and gentlemen, with that motion, the annual shareholder meeting has been adjourned. Thank you.