Mistras Group, Inc. (MG) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Mistras Group Annual Meeting. [Operator Instructions] At this time, I would now like to hand the conference over to your speaker, Sotirios Vahaviolos. Please go ahead.

It is now 11 o'clock, so I would like to commence the 2020 Annual Shareholders Meeting for Mistras Group. I'm Sotirios Vahaviolos, the Founder and Executive Chairman of Mistras Group. I would like to start off by welcoming all of you and thanking you for participating in this meeting we're holding over the Internet. I would now like to turn the meeting over to Dennis Bertolotti, President and CEO of Mistras Group. Dennis?

Great. Thank you, Sotirios, and thanks to everyone participating. All of our shareholders participating via the web who have registered as shareholders can follow the instructions on the website should you want to submit any questions. Vote your shares or change your vote if you previously voted. On the website for the meeting is the agenda and a link for the rules for this meeting. The polls are open for voting. So if you want to vote now, please follow the instructions. I will start off with some introductions, and then we will begin the business of the meeting. We have 4 proposals being voted upon today. The election of 8 nominees to the Mistras Board of Directors; the ratification of the appointment of KPMG as our independent auditors for 2020; approval of an amendment to the Mistras Group 2016 Long-Term Incentive Plan to authorize an additional 2 million shares for issuance; and an advisory vote on executive compensation. Now I'd like to introduce the independent members of the Mistras Board of Directors who are participating via the phone. Nicholas DeBenedictis, a member of our Audit Committee; Jim Forese, Chairman of our Audit Committee and a member of our Compensation Committee; Richard Glanton, Chairman of our Compensation Committee and a member of our Corporate Governance Committee; Michelle Lohmeier, a member of our Compensation Committee; Manny Stamatakis, our lead Director, Chairman of our Corporate Governance Committee, as well as a member of our Audit and Compensation Committees; Curt Weldon, a member of our Corporate Governance Committee. Assisting me with the meeting is Michael Keefe, our Executive Vice President, General Counsel and Corporate Secretary. Also participating in this virtual meeting are Jon Wolk, our Senior Executive Vice President and Chief Operating Officer; and Ed Prajzner, our Executive Vice President and Chief Financial Officer. Also participating are John [indiscernible], Michael Snyder and Austin Peiffer of KPMG, company's independent auditors. Michael Keefe, our Corporate Secretary, will now provide us with his report on the legality of this meeting.

Thank you, Dennis. As Dennis mentioned, the agenda for the meeting is posted on the website. And the rules of conduct for this meeting can be accessed by a link at the bottom of the screen. In accordance with the company's bylaws and Delaware General Corporation Law of the Board of Directors set today, May 19, 2020, as the state of Mistras Group 2020 Annual Shareholders Meeting and established March 23, 2020, as the record date for determining the Mistras shareholders entitled to notice of and to vote at this meeting, I received now alphabetical list of shareholders of record entitled to vote at this meeting from our transfer agent, and this list has been at Mistras' principal office in Princeton Junction and in my possession for at least 10 days prior to this meeting. Representative of Broadridge Financial Solutions, [ Tom Tsai ], is serving as the Inspector of Elections for this shareholders' meeting and will provide us with a final report certifying the voting results for this meeting. I have received Mr. [ Tsai's ] oath of office. I received affidavits of distribution from Broadridge Financial Services certifying the distribution by Broadridge of the appropriate materials for the 2020 Annual Meeting to the holders of Mistras common stock as of the record date. Accordingly, notice was duly provided to Mistras shareholders of this 2020 Annual Meeting in accordance with the company's bylaws and the Delaware General Corporation law. I have the preliminary voting results for today's meeting, which indicates that we have present in person or by proxy 88.9% of the outstanding shares of Mistras common stock entitled to vote at this meeting, and therefore, we have a quorum. So with all the legalities being met this 2020 Annual Shareholders Meeting of Mistras Group is duly convened. As Dennis mentioned, there were 4 items on the agenda for voting, which are described in the proxy materials, which can be accessed on the website. These are the only items requiring a shareholder vote. At this point, there are no questions about the items on the agenda. So therefore, the polls will be closed. And I have preliminary voting results here, which indicate that all directors -- nominees for director received over 90% of the votes for their election. Therefore, all 8 nominees for director have been elected. The ratification of KPMG was approved by 99% of the votes cast. The amendment to the Mistras Group Long-Term Incentive Plan was approved by approximately 78% of the shares entitled to vote on this item, so it has been approved. And the Mistras executive compensation programs were approved by 98% of the shares voted on this matter. So Broadridge will issue a final voting report after this meeting. We will then disclose the final results in a report on Form 8-K, which we will file with the SEC. Dennis, I see there are no questions from shareholders. So I will now turn the meeting over to you.

All right. Thank you, Michael. I'd like to finish the meeting by thanking all of our shareholders, employees and customers for their continued support. These are unusual and difficult times, and I would particularly like to thank all the essential workers who keep everything going, including the many Mistras employees who are essential for keeping some of the world's infrastructure safe and operating. So everyone, please stay safe and healthy. That completes the business for this 2020 Annual Shareholders' Meeting of Mistras. The meeting is now concluded. Thank you all for participating.