LKQ Corporation (LKQ) Earnings Call Transcript & Summary

Good day, ladies and gentlemen, and welcome to the LKQ Corporation 2020 Annual Meeting of Stockholders. I would now like to hand the conference over to Mr. Nick Zarcone, President and CEO of LKQ Corporation. Sir, please begin.

Good afternoon. I want to welcome all of you to the Annual Meeting of Stockholders of LKQ Corporation. I am Nick Zarcone, President and Chief Executive Officer of LKQ. We are pleased to be hosting a virtual meeting, which allows us to conduct this meeting notwithstanding the challenges presented by the coronavirus outbreak. It is now shortly after 1:30 p.m. Central Time on May 12, and this meeting is called to order. I would like to introduce the other members of the Board participating in today's meeting: Patrick Berard, Meg Divitto, Robert Hanser; Joe Holston, Blythe McGarvie, John Mendel, Jody Miller, Jack O'Brien (sic) [ John O'Brien ], Guhan Subramanian and Xavier Urbain. Victor Casini will act as Secretary of the Meeting. [ Peter Sablick ], a representative of Broadridge Financial Solutions, has been appointed to act as Inspector of the Election. Representatives of Deloitte & Touche, our independent auditor, are also present at our meeting. During the question-and-answer period, they will be available to respond to appropriate questions. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to no more than 2 questions. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any auto recording device. To conduct an orderly meeting, we ask that participants abide by these rules and the other roles as set forth in the rules of conduct and procedures posted on the web portal. And since we announced our first quarter results just 12 days ago, and we have no new material nonpublic information to disclose, I would ask that you refrain from asking questions either already covered in the earnings call, a transcript of which is available on our corporate website, or looking for more recent business activity updates. Thank you very much for your cooperation. The Secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on March 16, 2020, are entitled to vote at this annual meeting. Our first order of business at this meeting is to determine whether shares present at the meeting, whether in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Victor Casini, do you have a report?

Yes, Mr. Chairman. The stockholder list shows that holders of 307,093,196 shares of common stock of the corporation are entitled to vote at this meeting. We are informed by Mr. [ Sablick ] that there are represented, in person or by proxy, 271,087,454 shares of common stock, or approximately 88% of all the shares entitled to vote at this meeting.

Thank you, Victor. Because holders of a majority of the shares entitled to vote at this meeting are present, in person or by proxy, I declare this meeting to be duly convened for the purposes of transacting such business as may properly come before it. The next order of business is a description of the matters to be voted on at today's meeting. The first proposal before the stockholders of LKQ is the election of 11 directors to serve until the Annual Meeting of the Stockholders in 2021, and until their successors are duly elected and qualified. We recommend the election of the following persons as directors of the corporation: Patrick Berard, Meg Divitto, Robert Hanser, Joseph Holston, Blythe McGarvie, John Mendel, Jody Miller, John O'Brien, Guhan Subramanian and Dominick Zarcone. The second proposal before the stockholders is the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for fiscal year 2020. The third proposal before the stockholders is the approval, on an advisory basis, of the compensation of our named executive officers. If any stockholder would like to ask a question regarding any other proposals, please submit your question through the web portal.

Nick, this is Vic. Just a correction on the list of Board members, Xavier Urbain was -- should be added to the list of the names you read.

Thank you, Victor. It is now approximately 1:38 p.m. Central Time, and the polls are now open. If you previously voted by proxy, you do not need to vote today, unless you wish to change your vote. Any stockholder who has not yet voted, or wishes to change their vote, may do so by clicking on the voting button on the web portal and following the instructions there. We will now pause to allow folks to have an opportunity to vote their shares. [Voting]

Now that everyone has had an opportunity to vote, I declare that the polls are closed, and it is currently 1:40 p.m. Central Time. Will the Secretary please report the preliminary results of the voting?

Yes. We have been informed by the Inspector of Election that the preliminary vote report shows that, one, the nominees for election to the Board of Directors have been duly elected; the appointment of Deloitte & Touche as our independent registered public accounting firm has been ratified; and the compensation of our named executive officers has been approved. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within 4 business days.

Thank you, Victor. There being no further business to come before this meeting, the 2020 Annual Meeting of Stockholders of LKQ Corporation is now adjourned. And at this time, we will address stockholder questions or comments.

We have received a couple of questions. The first is that -- reads as follows: The Carpenters Union Pension Funds, with combined assets of $70 billion, have a collective ownership position of 315,280 shares of the company's common stock. As long-term investors, we appreciate the company's actions to address employee safety and the difficulties being experienced by customers and other important corporate stakeholders related to the COVID-19 pandemic. Audit firm independence is critically important to protecting the integrity of the corporate financial reporting system. The company's relationship with Deloitte is long standing. Could the representative of Deloitte, please describe the periodic lead partner rotation process and indicate the decision-making authority in selecting a new lead partner. Thank you.

Nick, this is Sara Klein from Deloitte. Would you like me to respond now?

That wouldn't be great, Sara. Thank you.

Okay. This is Sara Klein from Deloitte. I am the lead partner responsible for the audit that Deloitte performs for LKQ each year. My position is a 5 -- I'm in a 5-year term. So the lead partner rotation is required every 5 years. And the process is that we have an advisory partner who will meet with executive management and the Audit Committee to obtain information about the experiences and skills that are expected for my successor. That advisory partner will present candidates that have those experiences and skills to the Audit Committee and the executive management team who will then select my successor together.

Thank you, Sara. Appreciate that response. The next question indicates that the recent dramatic growth in the size of passive mutual funds, corporate ownership interest in U.S. corporations raises important public policy in corporate governance issues. Currently, BlackRock holds 6.7%, and Vanguard holds 10% of the company's outstanding shares. Vanguard is an investment manager for a portion of the assets of the company's retirement plan. Does the Board see this growing ownership concentration as a positive or negative development as regards to long-term corporate planning and performance? And also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets? Thank you. Just to be clear, the retirement plan program at LKQ is a 401(k) program only. There is no pension or other defined contribution devising benefit plans outside of the 401(k) plan. That plan is not administered by Vanguard, but indeed, another financial services firm. And employees are the individuals who select which mutual fund assets are -- they want to invest their funds. So we do not see any conflict, real or potential, with Vanguard, or quite frankly, any other financial services organization being a shareholder of LKQ Corporation. And at that time, there are no other questions on the portal. We'll give it just another 0.5 minute or so to see if there are any additional questions that we can answer on behalf of shareholders. With no other questions being asked, we will formally bring this session to a close. I would like to thank the Board of Directors of LKQ for their service to the company. I would like to thank the management team for their service as well. And we certainly appreciate everybody's time and attention here this afternoon as we conducted the official business of LKQ to be held at our Annual Meeting of Shareholders. Thank you for your time, and we look forward to chatting with you, again, in the future.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect. Everyone, have a wonderful day.