Lindsay Corporation (LNN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Lindsay Corporation. Please note, today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Randy Wood, President and Chief Executive Officer of Lindsay Corporation. Mr. Wood, the floor is yours.

Thank you, and will the meeting please come to order? My name is Randy Wood, the President and Chief Executive Officer of Lindsay Corporation. 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 also believe this is the right choice for our global companies that affords the opportunity for increased engagement with our stockholders, and it supports the health and safety of our shareholders, employees and directors during the ongoing COVID-19 pandemic. While the meeting is virtual only, we welcome questions from our stockholders. [Operator Instructions] 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 our business; relate to our first quarter financial results or business outlook, which will be addressed on our earnings call on Thursday, January 7; or derogatory, not in good taste or use profanity; relate to pending or threatened litigation or investigations; or substantially repetitious 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 6, 2021, via the same website and login credentials. At this time, I would like to introduce our directors who are in attendance and participating today. In addition to myself, the members of our Board of Directors present are Michael Nahl, Chairman of the Board; Bob Brunner; Mike Christodolou; Mary Lindsey; Consuelo Madere; David Rayburn; and Mike Walter. Thank you. Eric Arneson, our Senior Vice President, General Counsel and Corporate Secretary, will act as secretary for this meeting. Before we proceed, I would like to ask him to confirm that there is a quorum present.

Mr. Wood, there is present, attending today's meeting or represented by proxy, the holders of approximately 89% of the shares of common stock entitled to vote at this annual meeting, which constitutes a quorum.

Thank you, Eric. 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. Wood, I hereby present a certified list of the holders of common stock of Lindsay Corporation at the close of business on November 6, 2020, 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 Annual Meeting of Stockholders, 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. I should also note that the Board of Directors has appointed Broadridge Financial Solutions, Inc. to serve as the Inspector of Election for this meeting. They will be responsible for tabulating the voting results for us today. The first order of business of this meeting is proposal 1 in our proxy statement: 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. At today's meeting, the terms of 3 directors expire. One of these directors, Mike Walter, has previously announced that he will not stand for reelection, and he will retire from the Board upon today's expiration of his current term. As previously disclosed, the Board has decided to reduce the number of directors from 8 to 7 in connection with the expiration of Mr. Walter's term. Therefore, there are 2 directorships opened this year. The Board of Directors, upon recommendation of the Corporate Governance and Nominating Committee, has nominated Bob Brunner and myself, Randy Wood, to serve for 3-year terms, and these 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 October 9, 2020, as required by the company's bylaws.

Thank you, Eric. 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 previously instructed and no further action is needed. If you have not yet voted or you wish to revoke your proxy, please vote now online. [Voting]

We will proceed to the next order of business, which is proposal #2 in our proxy statement: the approval of the 2021 Employee Stock Purchase Plan. Is there a motion with respect to approval of the 2021 Employee Stock Purchase Plan?

I move that the 2021 Employee Stock Purchase Plan be approved.

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 previously instructed and no further action is necessary. If you have not yet voted or you wish to revoke your proxy, please vote now online. [Voting]

We will proceed to the next order of business, which is proposal 3 in our proxy statement: the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2021. Let me also note that Drew Blossom, Jason John and Erin Tracy from KPMG are 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, 2021, 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 previously instructed, and no further action is needed. If you have not yet voted or you wish to revoke your proxy, please vote now online. [Voting]

We will proceed to the next order of business, which is proposal 4 in our proxy statement: the approval of the compensation of the company's named executive officers. This proposal is a nonbinding stockholder advisory 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 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. Wood. No proposal-related questions have been submitted.

Thank you. We will now proceed to voting on 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 previously instructed and no further action is needed. If you have not yet voted or 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 the meeting be adjourned.

I second the motion.

Thank you. All those in favor, please say aye. [Voting]

All those opposed, please say nay. [Voting]

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: For proposal #1, Mr. Brunner received an affirmative vote of approximately 95% of the votes cast with respect to the election of directors, and Mr. Wood received the affirmative vote of approximately 99% of the votes cast with respect to the election of directors. Accordingly, Mr. Brunner and Mr. Wood are each elected as a director of the company to serve a 3-year term. For proposal #2, approximately 99% of the votes cast were in favor of approval of the 2021 Employee Stock Purchase Plan, and therefore, the 2021 Employee Stock Purchase Plan has been approved. For proposal #3, 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, 2021, and therefore, their appointment has been ratified. Finally, for proposal #4, approximately 96% of the votes cast were in favor of approval of the compensation of the company's named executive officers. Accordingly, the compensation of the company's named executive officers is approved.

Thank you, Eric. Now we'll 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. Wood. No nonproposal-related questions have been submitted.

Excellent. Thank you. I will now declare the company's annual stockholder meeting to be concluded. I want to thank you all for attending.

This concludes the meeting. You may now disconnect.