MGP Ingredients, Inc. (MGPI) Earnings Call Transcript & Summary

Good morning, and welcome to the MGP Ingredients 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Karen Seaberg. Please go ahead.

Good morning, ladies and gentlemen, and welcome to the 2020 Annual Meeting of shareholders of MGP Ingredients. I am Karen Seaberg, the Chair of the Board of Directors of the company. In accordance with the company's bylaws, I will be presiding over this meeting. This meeting is being webcast live and will be archived and available on the Investor Relations page of the company's website, mgpingredients.com. We are grateful to have each of you with us today attending our very first virtual-only annual meeting. At this time, I call the Annual Meeting of Shareholders to order. The agenda and rules of conduct are available on the virtual meeting website. Before we begin with the formal portion of the program, I want to acknowledge certain individuals in attendance. First, the following members of the company's Board of Directors are in attendance: Myself, Karen Seaberg; Jim Bareuther, David Colo; Terry Dunn; Tony Foglio, Lynn Jenkins, Kerri Walsh Skelly and Jeannine Strandjord. Also in attendance is Lori Mingus, a nominee for election to the Board. I will now give the floor to our Chief Executive Officer, David Colo, who will continue with introductions and announcements.

Thank you, Karen, and good morning, ladies and gentlemen. Continuing with introduction. We also have in attendance, Mike Ends, Stephen Penn and Jake Vanderweel of KPMG LLP, the independent auditors of the company. During the question-and-answer period following the end of the meeting, they will be available to answer questions concerning the company's financial statements; and Mike Houston of Lambert, Edwards & Associates, the company's investor relations firm. This meeting is open to shareholders of the company as of the record date of this meeting, May 4, 2020, for the holders of such persons' proxies. A representative of American Election Services is acting as the inspector of election for today's meeting, and has signed an oath to act as inspector, which will be filed with the minutes of this meeting. T.J. Lynn, the company's General Counsel and Corporate Secretary, is in attendance and will act as secretary of the meeting. I will next cover the rules of conduct and the other items of business, which you may access via the virtual shareholder meeting site. In order to conduct an orderly meeting, we ask that all present follow these rules. As stated in the rules of conduct, during the formal business of the meeting, questions and statements will be limited to those related to the proposals being voted on at the meeting. Questions and statements of a general nature will be held until after the formal business of the meeting has concluded. [Operator Instructions]. Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Recording the annual meeting is prohibited. A replay of the meeting will be posted on our Investor Relations website for at least 30 days after the meeting concludes. As noted in the notice and proxy statement previously given to you, the record date for voting at this meeting is the close of business on May 4, 2020. A list of shareholders on the record date is available for your review on the virtual meeting site. Agents of the company have delivered an affidavit of mailing to show that notice of this meeting was given. A copy of both, the notice and the affidavits, is available for inspection by any shareholder and will be incorporated into the minutes. Because there is a majority of the outstanding shares of common stock and shares of preferred stock present here today, in person or by proxy, we have a quorum for the meeting. Thus, the meeting is lawfully convened and business may be transacted here today. We will begin by voting on the proposals. Voting commences at the start of the formal meeting and will close after the presentation of business matters. There are 3 items of business today being proposed by the company. They are each described in detail in the company's proxy statement. After all of the proposals are described, we will open the meeting to questions on the proposals. The first item to be voted on today is the election of the 9 directors nominated by the Board and named in the proxy statement distributed to shareholders. The Board of Directors has nominated David Colo, Jim Bareuther, Terrence Dunn, Anthony Foglio, Lori Mingus, Lynn Jenkins, Karen Seaberg, Kerri Walsh Skelly and Jeannine Strandjord for election as a director to hold office until the Annual Meeting of Shareholders to be held in 2021 until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Mr. Bareuther, Mr. Dunn, Mr. Foglio and Ms. Walsh Skelly are Group A nominees for the election by holders of the company's common stock each for a 1-year term expiring at the 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Ms. Jenkins, Ms. Mingus, Ms. Strandjord, Ms. Seaberg and I are Group B nominees for the election by holders of the company's preferred stock each for a 1-year term expiring at the 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. Proposal 2 is for the ratification of KPMG LLP as the company's independent registered public accounting firm for 2020. Proposal 3 is the adoption of an advisory resolution to approve the compensation of the company's named executive officers as presented in the company's proxy statement for this meeting. As there are no further proposals to be brought before this meeting, we will move on to voting. At the conclusion of questions, we will close the polls. If you have provided your proxy, your shares will be voted accordingly, and you do not need to vote at the meeting. If you have not voted or wish to change your vote, you may do so through the virtual meeting website. Does any shareholder have a question relating to any of the proposals? If so, please submit your question. As a reminder, there will be an opportunity following the conclusion of the formal meeting to ask general questions about the company. So I'd ask you to save those questions until that time. I declare the polls now closed and ask the inspector of elections to record the votes received. On the basis of the proxies held prior to voting at this annual meeting, all 9 directors nominated by the company have been elected. In addition, the appointment of KPMG LLP has been ratified as the company's independent registered public accounting firm for 2020. Finally, the advisory resolution to approve the compensation of the company's named executive officers has been adopted. The company will issue an announcement of the final vote results on all proposals when those results are available. I will now turn the meeting back to our Chair.

Thank you all for attending today's meeting and for your continuing support of the company. This meeting is now adjourned. David?

You may now ask any general questions. There being no further questions, we will conclude this meeting. Thank you for attending.

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