Lindsay Corporation (LNN) Earnings Call Transcript & Summary

Good day, and welcome to the Lindsay Corporation Annual Meeting of Stockholders. I would now like to turn the conference over to Mr. Hassinger. Please go ahead.

Will the meeting please come to order? My name is Tim Hassinger, the President and Chief Executive Officer of Lindsay Corporation, and I'd like to welcome you to our Annual Stockholders' Meeting. We're excited to again host this year's meeting through this virtual online platform, which allows us to open access and participation in the meeting to all stockholders and employees around the world. We believe this is the right choice for our global company as it affords the opportunity for increased engagement with our stockholders. While the meeting is virtual only, we welcome questions from our stockholders. If you have any questions regarding any of the 3 proposals on the agenda and you have not submitted them already, we would ask that you submit your proposal-related questions now through the question box located on your screen to ensure we have sufficient time to answer your questions before the polls close. If you haven't done so already and you would like to ask a nonproposal-related question to management during this meeting, you may also do so via the question box located on your screen. When we come to the Q&A portion, we will answer questions that are submitted online by our stockholders. We will not respond to questions that relate to matters not pertaining to Lindsay Corporation and its business; relate to our first quarter financial results or business outlook, which we will address on our earnings call on Thursday, January 9; or derogatory, not in good taste or use profanity; relate to pending or threatened litigation or investigations; or substantially repetitious of questions asked by other stockholders; or relate to personal grievances. Please also remember that you may vote your shares online during this meeting prior to the closing of the polls. Note that if we experience a technological failure or other disruption that causes this virtual meeting to end for any reason prior to the completion of the business portion of the meeting, we will adjourn and reconvene automatically at 2:30 p.m. Central Standard Time on Wednesday, January 8, 2020, via the same website and login credentials. At this time, I'd like to introduce our directors who are in attendance and participating today. In addition to myself, the members of our Board of Directors present today are Michael Nahl, Chairman of the Board; Bob Brunner; Mike Christodolou; Mary Lindsey; Consuelo Madere; David Rayburn; and Mike Walter. Thank you for your service. Eric Arneson, our Senior Vice President, General Counsel and Corporate Secretary, will act as secretary for this meeting. Before we proceed, I'd like to ask him to confirm that there is a quorum present.

Mr. Hassinger, there is present attending today's meeting or represented by proxy the holders of approximately 89% of the 10,813,363 shares of common stock entitled to vote at this annual meeting. The shares so represented constitutes a majority of the total shares entitled to vote at this annual meeting and, thus, constitute a quorum.

A quorum is present, and we may proceed with our corporate business. At this time, I would direct the secretary to file all proxies with the records of this meeting and to report on the due mailing of proxy materials to stockholders.

Mr. Hassinger, I present a certified list of the holders of the common stock of the Lindsay Corporation as of the close of business on November 8, 2019, the date fixed by the Board of Directors as the record date for determining the stockholders entitled to notice of and to vote at this meeting. I also present copies of the notice of the Annual Meeting of Stockholders, the proxy statement, proxy and annual report with a certificate as to the due mailing thereof to stockholders.

The secretary is directed to file the list of stockholders with the records of the company and to file the certificate of mailing, Notice of Annual Meeting of Stockholders, proxy statement, proxy and annual report with the minutes of this meeting. You should also note that the Board of Directors has appointed Broadridge Financial Solutions, Inc. to serve as the inspector of the election for this meeting. They will be responsible for tabulating the voting results for us today. The first order of business for this meeting is the election of directors. Our Board of Directors consists of 8 directors who are elected for 3-year terms. These terms are staggered so that only some directors are elected each year. There are 2 directorships open this year. The Board of Directors upon recommendation of the Corporate Governance and Nominating Committee has nominated Mike Christodolou and David Rayburn to serve for 3-year terms, and those nominees are the director nominees listed in the proxy statement for this meeting. Mr. Arneson, were any other nominations duly received by your office?

No other nominations were received prior to September 19, 2019, as required by the company's bylaws.

Thank you. In that case, I declare the nominations closed and the polls officially open. If you have previously voted by proxy and do not intend to change your vote, your vote will be cast as you'd previously instructed, and no further action is needed. If you have not yet voted or if you wish to revoke your proxy, please vote now online. [Voting]

We will proceed to the next order of business which is the ratification of the appointment of KPMG LLP as our independent registered accounting firm for the fiscal year ending August 31, 2020. Let me also note that Drew Blossom from KPMG LLP is here with us today. Thank you for joining us. Is there a motion with respect to ratification of the appointment?

I move that the appointment of KPMG LLP as the independent registered public accounting firm for the company for the fiscal year ending August 31, 2020, be ratified.

I second the motion.

Thank you. If you have previously voted by proxy and do not intend to change your vote, your vote will be cast as you'd previously instructed, and no further action is needed. If you have not yet voted or if you wish to revoke your proxy, please vote now online. [Voting]

We will proceed to the next order of business, which is the approval of the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory note -- vote. The company's executive compensation is discussed in the proxy statement that was sent to stockholders prior to this meeting. Is there a motion with respect to the approval of the compensation of the company's named executive officers?

I move that the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC be approved.

I second the motion.

Thank you. We will now pause to address proposal-related questions. We will only address questions related to the proposals at this time. Ryan Loneman, our Assistant General Counsel, will relay the proposal-related questions.

Thank you, Mr. Hassinger. No proposal-related questions have been submitted.

We will now proceed to voting on the agenda items, as I've described. We will be closing the polls shortly. If you have previously voted by proxy and do not intend to change your vote, your vote will be cast as you'd previously instructed, and no further action is needed. If you have not yet voted or if you wish to revoke your proxy, please vote now online. [Voting]

I will now entertain a motion to adjourn the business portion of the meeting.

I move that the meeting be adjourned.

I second the motion.

All those in favor, please say aye.

Aye.

Aye.

All those opposed, please say nay. The ayes have it. The business portion of the meeting is adjourned, and the polls are now closed. I would like to have Mr. Arneson report the voting results.

The inspector of election has delivered his preliminary report, and the preliminary results are as follows: Mr. Christodolou received an affirmative vote of approximately 96% of the votes cast with respect to the election of directors, and Mr. Rayburn received the affirmative vote of approximately 98% of the votes cast with respect to the election of directors. Accordingly, Mr. Christodolou and Mr. Rayburn are each elected as a director of the company to serve a 3-year term. Approximately 98% of the votes cast were in favor of the ratification of the appointment of KPMG as the independent registered public accounting firm for the company for the year ending August 31, 2020, and therefore, their appointment has been ratified. Finally, approximately 96% of the votes cast were in favor of the approval of the compensation of the company's named executive officers. Accordingly, the compensation of the company's named executive officers is approved.

Now we will open the meeting for nonproposal-related stockholder questions that have been submitted online. All questions should be directed to me, and I will ask the appropriate officer or officers to respond. Mr. Loneman.

Thank you, Mr. Hassinger. No nonproposal-related questions have been submitted.

Well, thank you, and I will now declare the company's Annual Stockholders Meeting to be concluded. I want to thank you all for attending.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.