Lee Enterprises, Incorporated (LEE) Earnings Call Transcript & Summary

Good morning. Welcome to Lee Enterprises Annual Meeting of Stockholders. I'm Mary Junck, Chairman, and I'm so pleased you could join us. We're conducting our meeting virtually this year due to the ongoing pandemic and in an effort to improve access and facilitate participation by our shareholders. In this meeting, we will present and act upon the 3 proposals described in the proxy statement previously made available to all of our shareholders. In addition to acting upon the proposals, we will answer questions from our shareholders pertaining to the annual meeting. As a reminder, you may submit a question throughout the meeting using the virtual meeting platform. I'd like to begin by introducing Lee's executive team who are with us on the call today and available for questions: Kevin Mowbray, Lee's President and Chief Executive Officer; Tim Millage, Vice President, Chief Financial Officer and Treasurer; Nathan Bekke, Vice President, Consumer Sales and Marketing; Ray Farris, Vice President, Advertising; and Astrid Garcia, Vice President, HR and Legal. In addition to the company's executive team, all members of the Lee Board of Directors are also with us today. Lee has a history of strong governance by independent directors. All members of the Audit, Executive Compensation and Nominating and Corporate Governance committees are independent. Over the last 2 years, we've made several improvements in keeping with Corporate Governance's best practices, including: commitment to ongoing board refreshment; majority voting standard for the election of directors; proxy access, which provides certain shareholders the ability to include their own nominees in the company's proxy statement under the provisions disclosed; and more time for shareholders to submit proposals and director nominations for consideration at annual meetings. As related to Board refreshment, we brought on 3 new board members over the last 2 years, as we value diverse experience and fresh perspectives. In addition to Kevin and me, other directors here today are Herb Moloney, our lead independent Director; Greg Schermer, a nominee in this year's meeting; Steve Fletcher, also a nominee in this year's meeting; Brent Magid; Megan Liberman; and Dave Pearson. I want to express our deep thanks to Bill Mayer and Richard Cole, who are retiring from the Board with the completion of their terms today. We are extremely grateful for their contributions to Lee Enterprises and wish them the very best. I would like to introduce a representative of KPMG, our independent registered accounting firm, Dara Watson. If you wish to vote today, you may do so by clicking on the voting link available within the portal you are using to attend this meeting. You must be logged in as a shareholder using your unique 16-digit control number. Now I'll turn the call over to Dana Waterman, Secretary and General Counsel of Lee Enterprises, to review our meeting procedures.

Thank you, Mary. As the first order of business, we have received an affidavit of mailing from Equiniti, our stock registrar and transfer agent, confirming timely mailing to the common stockholders of the company as of the record date of December 28, 2020, of the notice of annual meeting of stockholders and proxy statement, form of proxy and return envelope and Form 10-K. Delaware law requires that the company appoint an inspector to supervise the voting process and the tabulation of votes. The company has appointed Gregory Malatia of CT Hagberg LLC to that position. We direct your attention to the rules of conduct and procedures, which we have posted on the platform that you are using to access this meeting. We will be following the procedures outlined in those rules and ask that you respect and adhere to them as well. Links to additional company materials, including our 2021 proxy statement, 2020 annual report on Form 10-K and list of stockholders are also accessible on this platform. Of the 58,764,532 shares outstanding at the stock of record date, the Inspector reports that 42,799,022 shares are represented at the meeting or over 72% of the eligible shares. Therefore, we have a quorum represented and may lawfully conduct business. Under Delaware law, polls will remain open until the business meeting -- during the business meeting and until the Chairman declares the polls closed. After the polls are closed, all votes represented by proxies will be cast by the designated proxies as instructed, and the preliminary results will be announced by Mr. Malatia. Under Delaware law, our bylaws and the rules of the New York Stock Exchange, approval of proposals 1 and 2, including the election of directors, requires a majority of the votes cast. Approval of Proposal 3 regarding the authorization to effect a reverse stock split requires an affirmative vote of a majority of the company's issued and outstanding shares. As Mary previously noted, time for -- has been scheduled for questions from stockholders. As explained in our rules of conduct, questions can be submitted through the virtual meeting platform throughout the meeting and will be answered during the Q&A session. Now I will turn it back to you, Mary.

Thank you, Dana. On behalf of the Board, let me thank shareholders for joining us today, and more importantly, thank you for your support of Lee Enterprises. As Dana mentioned, we have a quorum of shareholders represented at the meeting. Based on Dana's report, I now declare this meeting officially open for business. The next matter of business is to consider and act upon the 3 proposals described in the notice and proxy statement previously mailed to shareholders. The first proposal is the election of 2 directors of the company to hold office until the 2023 Annual Meeting of Stockholders. The Board recommends the election of directors: Greg Schermer and Steve Fletcher. We have received no further nominations, and I declare the nominations closed. The second proposal is the ratification of selection of KPMG as the company's independent registered public accounting firm for fiscal 2021. The Board recommends a vote for the ratification. The third proposal is to grant the Board of Directors the discretionary authority to affect a reverse stock split. I will now declare the polls officially closed and turn the call over to our Inspector, Greg Malatia, to provide the preliminary results of the vote.

Thank you, Mary. Concerning Proposal 1, election of directors Schermer and Fletcher, each director has received a majority of the votes cast, and therefore, these directors have been reelected. Concerning Proposal 2, ratification, the selection of KPMG LLP as the company's independent registered accounting firm for 2021, the proposal passes. Concerning Proposal 3 to grant the Board of Directors the discretionary authority to affect a reverse stock split, the proposal was affirmed by a majority of the shares issued and outstanding, and therefore, the proposal passes. Mary?