Lindblad Expeditions Holdings, Inc. (LIND) Earnings Call Transcript & Summary

Hello, everyone, and welcome to the 2020 Annual Meeting of Stockholders for Lindblad Expeditions Holdings, Inc. [Operator Instructions] Today's meeting is being recorded. I would now like to introduce Sven Lindblad.

Good morning, ladies and gentlemen, and welcome to the 2020 Virtual Annual Meeting of Stockholders of Lindblad Expeditions Holdings, Inc. The meeting will please come to order. I am Sven Lindblad, the CEO and President of Lindblad Expeditions, and I will act as Chairman of this meeting. In the virtual attendance today are the following members of our Board of Directors and certain members of the senior management team and employees of our company: Mark Ein, Chairman of our Board; John Fahey; Catherine Reynolds; Bernard Aronson, Dan Hanrahan, Tad Smith, and Sarah Farrell, members of our Board of Directors; and Craig Felenstein, our Chief Financial Officer; and Alexis Freeman, our General Counsel, who will also be serving as the secretary of this meeting. Charlotte Brown has been appointed as the inspector of elections for the stockholder actions to be taken at this meeting. In addition, we have representatives from our accounting firm, Marcum LLP, present with us today, who will be available for any stockholder questions. Upon virtually entering the meeting, each of you was presented with a list of rules of conduct for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Thank you for your cooperation. Will the secretary, please, report on the notice of the meeting?

The notice of the meeting and related proxy statement was sent beginning on April 30, 2020, to all stockholders as of the April 14, 2020, record date of the meeting.

Thank you. The notice of meeting and the up-to-date of it as to its manning shall be made as part of the minutes of this meeting. To determine whether the shares represented at the meeting are sufficient to constitute a quorum for the purpose of transacting business, will the secretary please provide a report?

The inspector of elections appointed for the meeting has provided a preliminary tabulation of written proxies and votes received prior to the meeting that indicate that there are represented in person or by proxy approximately 83.02% of all the shares entitled to vote at this meeting, representing a quorum of shares. The final tabulation of results will be provided in the 8-K, which will be filed subsequent to today's call.

Thank you. Legal notice of the meeting has been given and because holders of a majority of shares entitled to vote at this meeting are present, virtually or by proxy, a quorum is present and, therefore, this annual meeting is properly, legally convened and ready to transact the legal portion of this meeting. The first item of business to be presented for stockholder consideration at this meeting is the election of 3 directors to the Board for terms to expire at the 2023 Annual Meeting of Stockholders and until their successors are duly qualified and elected. Will the secretary read the names of the Board of Directors nominees?

The Board of Directors nominees for term expiring at the 2023 Annual Meeting are L. Dyson Dryden, John M. Fahey and Catherine B. Reynolds.

From the tabulation of proxies or votes received prior to the meeting, the results of the election are known. Alexis, will you please report on the results of the election of directors?

Preliminary tabulation provided by the inspector of elections indicates that each of L. Dyson Dryden, John M. Fahey and Catherine B. Reynolds have received sufficient votes to be reelected as directors.

As indicated by your report on the vote, I hereby declare, L. Dyson Dryden, John M. Fahey and Catherine B. Reynolds have been duly reelected Directors of the Board to serve until 2023 Annual Meeting of Stockholders and until successors are duly qualified and elected. Congratulations. The second item of business to be presented for stockholder consideration at the meeting is the ratification of the election of 2 new directors to the Board. Will the secretary read the name of the Board of Directors nominees?

The newly elected directors to the Board of Directors to be ratified by stockholders are Thomas S. Tad Smith, a Class A director to serve until our 2022 Annual Meeting of Stockholders; and Sarah Farrell, a Class C Director to serve until our 2021 Annual Meeting of Stockholders and until each of their successors are duly elected and qualified. Mr. Smith & Ms. Farrell were each appointed to the Board in March 2020 to fill an existing vacancy as well as an additional vacancy caused by an expansion of the Board from 9 to 10 members.

From the tabulation of proxies or votes received prior to the meeting, the results of the election are known. Alexis, will you please report on the results of the ratification of the election of the new directors?

A preliminary tabulation provided by the inspector of elections indicate that each of Thomas S. Tad Smith and Sarah Farrell have received sufficient votes to ratify their election as directors.

As indicated by your report on the vote, I hereby declare Thomas S. Tad Smith and Sarah Farrell have been duty elected directors of the Board to serve until the 2022 and 2021 Annual Meeting of Stockholders, respectively, and until successors are duly qualified and elected. Congratulations. The third item of business to be presented for stockholder consideration at the meeting is a resolution approving on an advisory basis of 2019 compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section of the Company Compensation Tables and Narrative Discussion contained in the company's 2020 annual meeting proxy statement. From the tabulation of proxies or votes received prior to the meeting, the results of the vote are known. Alexis, will you please report on the number of votes cast for the approval of the compensation of our named executive officers?

A preliminary tabulation provided by the inspector of elections indicates that the compensation of our named executive officers has been approved by a sufficient number of stockholder votes cast at the meeting.

As indicated by your report on the vote, I hereby declare that the stockholders have approved, on an advisory basis, the compensation of our named executive officers. The fourth item of business for stockholder consideration at this meeting is the ratification of the appointment of Marcum LLP to serve as the company's independent registered public accounting firm for the year ending on December 31, 2020. From the tabulations of proxies or votes received prior to the meeting, the results of the vote are known. Alexis, will you please report on the ratification of the appointment of Marcum LLP to serve as the company's independent registered public accounting firm for the year ending on December 31, 2020?

A preliminary tabulation provided by the inspector of elections indicates that the ratification of the appointment of Marcum LLP to serve as the company's independent registered public accounting firm for the year ending on December 31, 2020, has been approved.

As indicated by your report on the vote, I hereby declare that the appointment of Marcum LLP to serve as the company's independent registered public accounting firm for the year 2020 has been ratified. There being no other legal business to come before this meeting, this legal portion of the meeting is hereby adjourned. Now we will be happy to answer any questions you may have about the company. Written and text questions were accepted prior to and during the meeting, and I will address any written questions. In accordance with the annual meeting rules and procedures, attendees are limited to no more than a total of 2 questions, and they must be appropriate questions for this forum. Mr. Felenstein will read off the questions.

Thanks, Sven. It appears there are no questions at this time.

Okay. Thank you all for coming today and for your continued support of Lindblad Expeditions.

This concludes the shareholder meeting. Thank you to all shareholders for attending today's meeting. Enjoy the rest of your day.