Lifetime Brands, Inc. (LCUT) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Stockholders of Lifetime Brands, Inc. Please note that today's meeting is being recorded. [Operator Instructions] Stockholders, who participate in the meeting by entering a control number, may submit questions regarding the proposals at any time by clicking on the Message icon. It is now my pleasure to turn today's meeting over to Jeffrey Siegel, Executive Chairman of the Board of Lifetime Brands, Inc. Mr. Siegel, the floor is yours.

Good morning. It is time to convene the Annual Meeting of Stockholders of Lifetime Brands, Inc. I am Jeff Siegel, Executive Chairman of the Board of the company. I hereby call the 2022 Annual Meeting of Stockholders to order. I would like to start by extending a warm welcome to you, our stockholders, and all guests, and thank you for your attendance today. Today's meeting is the company's third virtual-only annual stockholders' meeting and is being held via a live audio webcast. Due to the information and guidance currently available surrounding the coronavirus, the company has made the decision that this year's annual meeting will be virtual only. We believe in engaging with our stockholders, and we hope that this virtual meeting will maximize the participation of stockholders, regardless of their location. I call your attention to the rules of conduct set forth for this meeting. These are being made available to each stockholder in the Document section in the upper right corner of the meeting center screen. I would like to introduce you to the other directors of the company. They are Robert B. Kay. Robert B. Kay is the Chief Executive Officer of the company. Rachael A. Jarosh. Rachael A. Jarosh is past President and CEO of Enactus, a nonprofit organization. John Koegel. John Koegel is a Principal of Jo-Tan LLC, a retail consulting company. Cherrie Nanninga. Cherrie Nanninga is a consultant for RESGroup and was the Chief Operating Officer of the New York Tri-State region of CB Richard Ellis, Inc., a commercial real estate firm. Craig Phillips. Craig Phillips was Senior Vice President, Distribution of the company. Veronique Gabai-Pinsky. Veronique Gabai-Pinsky makes her own brand of luxury perfumes and was Global President of the Vera Wang Group. Bruce G. Pollack. Bruce G. Pollack is a managing partner of Centre Partners Management LLC. Michael J. Regan. Michael J. Regan was a partner of KPMG LLP. Michael Schnabel. Michael Schnabel is a senior partner of Centre Partners Management LLC. I would now like to introduce you to Daniel Siegel, President of the company. Larry Winoker. Larry is Senior Vice President, Finance and Treasurer of the company and our Chief Financial Officer. Joseph Holtzman, a partner of Ernst & Young LLP, the company's independent registered public accounting firm. Finally, I would like to introduce Sara Shindel, the company's General Counsel and Secretary. I have before me an affidavit of Computershare, our transfer agent, stating that a copy of the notice of Internet availability of proxy materials was mailed on or about May 2, 2022 to each of the stockholders of record as of the close of business on April 26, 2022, the record date for this meeting. The affidavit to which are attached copies of the notice and proxy statement will be appended to the minutes of the meeting. A list of the stockholders of record entitled to vote at this meeting is available for inspection. David Cohen, a Senior Relationship Manager of Computershare, has been appointed to act as inspector of election at this meeting. He is neither an officer nor a director of the company. His subscribed oath to faithfully execute his duties as inspector of election has been submitted and will be appended to the minutes. The inspector of election has polled the stockholders present and has examined the proxies. His report of stockholders present or represented by proxy at the meeting has been submitted and indicates that holders of shares of common stock in excess of the number necessary to constitute a quorum are present or represented by proxy. His report will be appended to the minutes. We will now vote on the 4 items, which were set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement. One, to elect 10 directors to the Board of Directors of the company; two, to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for 2022; three, to approve, on a nonbinding advisory basis, the 2021 compensation of the company's named executive officers; and fourth, to approve an amendment and restatement of the company's amended and restated 2000 long-term incentive plan. If you have not voted or wish to change your vote, you may do so now by clicking on the vote link in the upper right corner of the meeting center screen. Any stockholder who has already voted and who does not want to change their vote, need not take any further action. Please reserve any questions until the appropriate question period. There will be a general Q&A portion of the meeting, which will take place after the formal matters are addressed. The first item of business to properly come before the meeting is the election of -- as directors, of the 10 nominees named in the company's proxy statement, to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. The Board of Directors unanimously recommends the following 10 nominees for election as directors: Jeffrey Siegel, Robert B. Kay, Rachael A. Jarosh, John Koegel, Cherrie Nanninga, Craig Phillips, Veronique Gabai-Pinsky, Bruce G. Pollack, Michael J. Regan and Michael Schnabel. The names of each of aforementioned nominees shall be duly placed in nomination. These 10 individuals are the only persons who have been nominated for election as directors. The second item of business to properly come before the meeting is the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2022. The Board of Directors unanimously recommended a vote for this proposal. The third item of business to properly come before the meeting is the approval, on a nonbinding advisory basis, of the 2021 compensation of the named executive officers. The Board of Directors unanimously recommends a vote for this proposal. The fourth item of business to properly come before the meeting is the approval of an amendment and restatement of the company's amended and restated 2000 long-term incentive plan. The Board of Directors unanimously recommends a vote for this proposal. All agenda items are deemed duly placed before the meeting. We will now give the inspector of election a moment to record the votes. [Voting]

Now that all of the ballots have been collected, I declare that the polls are now closed. While we are waiting for the report of the inspector of election, we can now move to the informal question-and-answer portion of the meeting. Stockholders who participate in the meeting by entering a control number, may submit questions regarding the proposals by clicking on the Q&A icon in the upper right corner of the meeting center screen. Questions should relate to the official business of the meeting. I have before me the report of the inspector of elections. The report shows that votes are representing, one, a majority of the shares of common stock present or represented by proxy at the meeting were cast for the election of each of Jeffrey Siegel, Robert B. Kay, Rachael A. Jarosh, John Koegel, Cherrie Nanninga, Craig Phillips, Veronique Gabai-Pinsky, Bruce G. Pollack, Michael J. Regan and Michael Schnabel as directors. Two, a majority of the shares of common stock present or represented by proxy at the meeting were cast in the favor of the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2022. And three, a majority of the shares of common stock present or represented by proxy at the meeting were cast in favor of approving the 2021 compensation of named executive officers for a majority of the shares of common stock present or registered by proxy at the meeting were cast in favor of approved the amendment and restatement of the company's amended and restated 2000 long-term incentive plan. Accordingly, I hereby declare that: one, the nominees of the Board of Directors have been duly elected as directors of the company to hold office until the 2023 Annual Meeting of the Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Two, the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year ending December 31, 2022, has been ratified. Three, the 2021 compensation of the company's named executive officers have been approved on a nonbinding advisory basis, through the amendment and restatement of the company's amended and restated 2000 long-term incentive plan has been approved. Pursuant to SEC rules, the official results from the meeting will be published by the company within 4 business days of this meeting. There being no further business to come before the meeting, I declare the meeting adjourned. Thank you.

This concludes the meeting. You may now disconnect.