Metropolitan Bank Holding Corp. (MCB) Earnings Call Transcript & Summary

Hello. And welcome to the Metropolitan Bank Holding Corp. Annual Meeting of Stockholders. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the call over to Mr. Bill Reinhardt, Chairman of the Board. Mr. Reinhardt, the floor is yours.

Thank you. Good morning. I am Bill Reinhardt, Chairman of the Board of Metropolitan Bank Holding Corp. We hope that all of you participating today and all your families are doing well during this difficult time. Due to the public health concerns regarding the coronavirus and the restrictions on in-person gatherings and to support the health and well-being of our employees, directors and stockholders, we decided to hold this annual meeting via a live webcast. This is the first virtual meeting held by the company. On behalf of the directors and officers of Metropolitan Bank Holding Corp. and Metropolitan Commercial Bank, let me welcome you and express my appreciation to you for participating in this online meeting today. I want to extend my thanks and appreciation to those in the bank that have put us in a position to operate the bank effectively with almost the entire staff working remotely. Jim Morris, our Chief Risk Officer; and Mike Giorgio, the Chief Technology Officer, have been instrumental in his effort. The leadership of our President and Chief Executive Officer, Mark DeFazio, has also been strong. At this time, I would like to introduce Mark, who will act as Chairman of this meeting.

Thank you, Bill, and good morning to everyone, and I also want to express my appreciation for you taking your time out of your morning to participate in our annual meeting. Thank you again. If you need to access to our proxy statement and annual report, links of those documents are available online. Also, we intend to follow the rules of conduct for this meeting, a copy of which is located on the annual meeting portal. You may submit written questions at any point today by clicking the message icon in the upper left portion of the meeting center screen. We will address all questions that relate to the matters conducted at this meeting throughout the meeting and allow for general questions towards the end of the meeting. The principal business of this meeting is to elect 3 directors and to ratify the appointment of the independent auditors for 2020. At this time, I would like to introduce our Corporate Secretary, Heather Quinn. Ms. Quinn, has the notice of this meeting been sent to all stockholders entitled to vote at this meeting?

Yes, I have here a duly signed affidavit stating that notice has been mailed to each stockholder as required under the bylaws. In addition, resolutions were adopted by the Board of Directors of Metropolitan Bank Holding Corp., providing for the meeting to be held at this time and by remote communication and directing that notice be given as provided in the bylaws. The Board also fixed March 3, 2020, as the record date for determining stockholders entitled to vote -- to notice of and to vote at this meeting.

Thank you, Ms. Quinn. Please file a copy of the notice and the affidavit as to the mailing of notice with the minutes for this meeting. Paul Amante from Computershare, our transfer agent, will be serving as our inspector of elections. Mr. Amante, will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present?

Yes, Mr. DeFazio. There were 8,300,687 shares entitled to vote as of the March 3, 2020 record date. The proxy committee of the Board of Directors is acting as proxy and representative of the holders of record of -- I'm sorry, 6,948,296 shares of the common stock of the company.

Thank you, Mr. Amante. On the basis of the reports of the Corporate Secretary and the inspector of elections, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. I intend to present each of the matters to be voted on at this meeting separately. And allow questions to be asked for each. At the conclusion of the presentation of all items, I will allow time for stockholders to vote online before the voting is closed. Ms. Quinn, were there any stockholder nominations or proposals for business for this meeting properly filed with you as corporate secretary?

No.

Since no stockholder nominations or proposals were properly filed with the corporate secretary in advance of this meeting as provided in the bylaws, the business of this meeting is limited to the 2 matters stated in the agenda. The first proposal is the election of 3 directors, each of whom will serve for a term of 3 years. All of the nominees as presented, as presently -- all of the nominees are presently directors of the company and the bank. Additional information concerning the principal occupations of the nominees, their service with Metropolitan Bank Holding Corp. and the bank and other matters that may be of interest are contained in the proxy statement. Are there any questions with respect to the nominations for Director? You may submit questions online by clicking the message icon on the upper left portion of the meeting center screen.

There are no questions.

Thank you. The second proposal is the ratification of the appointment of Crowe as the independent auditors for the year ending December 31, 2020. A representative of Crowe is available to answer any questions related to their engagement. Are there any questions with respect to the ratification of Crowe as independent auditors?

No questions have been submitted.

Thank you. Well, stockholders who wish to vote at this time, please do so by clicking on the link provided online. If you have already voted, there is no need for you to recast your vote. However, if you have not yet voted or wish to change your vote, you may do so by clicking on the link provided online. [Voting]

The online voting is now closed. While we wait for the voting results to be tabulated, I will pause to answer any general questions that may have been submitted through the platform.

No questions have been submitted.

Thank you. Mr. Amante, would you now present your report on each of the directors nominated by the Board and have been duly elected and appointed? I'm sorry, I'm sorry. I apologies for that. Mr. Amante, would you now present your report on the vote?

Yes, Mr. DeFazio. I can confirm that each of the directors nominated by the Board have been duly elected and the appointment of Crowe as the independent auditors has been ratified.

Thank you. The report of the inspector of election has presented is accepted. Ms. Quinn, please safeguard the votes and the oath and certificate and report of the inspector of election and maintain them among the records of the company. I want to thank all of you for participating in today's meeting and for the interest you have shown in the affairs of your company. We hope that everyone remains well, and we look forward to holding this meeting in-person next year. This meeting is now adjourned.

This concludes today's meeting, you may now disconnect.