MRC Global Inc. (MRC) Earnings Call Transcript & Summary

Hello, and welcome to the MRC Global Annual Meeting of Stockholders. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Dan Churay, Executive Vice President, General Counsel and Corporate Secretary of the Board. Mr. Churay, the floor is yours.

Good morning. Again, this is Dan Churay. Before our Chairman begins our 2020 annual meeting of stockholders, I wanted to address a few housekeeping matters. If you had joined this call, you have either joined as a stockholder or a guest. Only stockholders who have signed in as stockholders may vote and ask questions during our meeting. Those who have signed into the meeting as guests may listen, but may not vote or ask questions. If you joined as a stockholder, you were required to enter a control number. If you are a stockholder and joined as a guest and as a stockholder, you want to either vote or ask a question, you will need to leave the meeting and sign in again as a stockholder using the password on the notice and providing your control number as the meeting notice describes. On the other hand, if you're a stockholder, but joined as a guest and do not want to vote or ask questions, you may remain signed in as a guest to listen to the meeting. Any votes that any stockholder cast prior to the meeting will not be changed, unless the stockholder has logged in as a stockholder and voted during the meeting. If you're a stockholder and you have not yet cast any votes, you may sign into the meeting to cast your votes. Stockholders who have signed in as stockholders must click the link Cast Your Vote on your screen if you desire to change your vote or cast a vote for any director or any other matter. If you desire to ask a question, you must click the question icon and submit your question where indicated in writing. With these housekeeping matters completed, I'll now turn it over to Rhys Best, Chairman of the Board of MRC Global, to begin our meeting. Rhys?

Thank you, Dan. Good morning. My name is Rhys Best, and I'm Chairman of the Board of MRC Global. I'm pleased to welcome you to our 2020 Annual Meeting of Shareholders. We appreciate your interest in the affairs of the company and your attendance today. Joining me virtually this morning is Andy Lane, President and Chief Executive Officer; Kelly Youngblood, the company's Executive Vice President and Chief Financial Officer; and you already met Dan Churay, the company's Executive Vice President and General Counsel. And Elton Bond, the company's Senior Vice President and Chief Accounting Officer, is also on the call. The members of the Board of Directors are joining us virtually today. So in addition to me, our Directors are: Deborah Adams; Leonard Anthony; Henry Cornell, Barbara Duganier; Craig Ketchum; Andy Lane; Cornelis Linse; John Perkins; Bernie Wehrle; and Robert Wood. Bernie Wehrle and Craig Ketchum have decided not to stand for reelection to our Board. Both Craig and Bernie and their families founded McJunkin Corporation and Red Man Pipe and Supply, our predecessor companies, and have served MRC Global as co-CEOs when we first merged the companies to become MRC Global. They have served for our Board for years with distinction, and we'd like to thank them for their many years of service. A summary of the experience and qualifications of each director standing for reelection today is contained in the company's proxy statement for this meeting. I'd like to thank all the directors for their contribution and service this past year. Also joining the meeting is [ Daryl Bacaun ] and Will Robinson with Ernst & Young, which currently serves as the company's independent registered public accounting firm. If questions arise during the discussion period that Ernst & Young should appropriately address, we will call upon [ Daryl ] or Will to respond. Finally, introducing Melissa Pierce of Computershare Trust Company, who will act as inspector of elections for this meeting. Melissa will handle any inquiries that stockholders may have about their respective votes. This is the annual meeting of shareholders of MRC Global and, as much, is a forum for dialogue between stockholders and management of the company about matters related to the business of the company. During the course of the meeting, we will provide you an opportunity for shareholders to ask questions of management. As Dan stated before, stockholders may vote or change their vote during the meeting by clicking the link Cast Your Vote on your screen. Your virtual vote will cancel any prior ballot or a proxy that may have previously voted. Before I proceed, I would like to point out that the company has established certain protocols for this meeting. And as part of these protocols, I'd like to remind everyone at this time that if a stockholder desires to ask a question, you must click the question icon on your screen and submit the question where indicated in writing. Will the secretary now report if the Notice of Meeting was duly and properly mailed?

It was, Mr. Chairman. The Board of Directors fixed the record date for determination of the stockholders entitled to vote at this meeting as of the close of business on March 13, 2020. There is available for inspection by any stockholder a list prepared and certified by Computershare Trust Company, transfer agent and registrar for the common and preferred stock of the company, setting forth the names and addresses of the holders of record of all the issued and outstanding shares of common and preferred stock as of the record date, together with the number of shares then held a record by each such stockholder. A notice was sent to these holders. A copy of the stockholder list may be accessed by stockholders by clicking on the link on your screen entitled Stockholder List. Our preliminary report shows that the holders of record of a majority of the outstanding shares of common and preferred stock entitled to vote at the meeting are virtually present or represented by proxy.

Thank you. This meeting is now called to order to consider the proposals outlined in the proxy statement. Shareholders wishing to vote virtually at the meeting may do so, and those votes will be provided to the inspector of elections, and those shares will be tallied. We will now proceed with the business of the meeting. The first item of business to come before the meeting is the election of 8 persons to serve as directors of the company, as set forth in the proxy statement. These 8 persons are each an existing director that has been renominated for election until 2020 annual meeting of stockholders, or until their successors are elected or qualified on their early retirement, removal or death. A ninth director, Henry Cornell, has been designated as a director pursuant to the terms of the company's preferred stock transaction and, as such, is not subject to reelection at this meeting. Henry will continue his service as a director, so designated by the holder of the preferred stock. Under the company's bylaws, all other nominations for elections of Board of Directors were required to have been submitted in advance of this meeting. Because we have received no other such nominations, I declare that the nominations of directors are closed. Your Board of Directors recommends that you vote to reelect these 8 persons who are current members of our Board and as set forth in the proxy statement. The second item of business to come before the meeting is a proposal to conduct an advisory approval on nonbinding resolution, approving the compensation of the company's named executive officers. Your Board of Directors recommends approval of this proposal, as set forth in the proxy statement. The third and final item of business to come before the meeting is a proposal to ratify the actions of the Audit Committee of the Board of Directors in appointing Ernst & Young as the independent registered public accounting firm of the company for 2020. Your Board of Directors recommends approval of this proposal. We will now proceed to the stockholder question and comment period regarding the proposals or any other aspect of the company's business. You will have an opportunity to vote until shortly after the discussion has taken place. Again, you may ask any question virtually by clicking the question icon on your screen and submitting your questions where indicated in writing. Are there any questions or comments regarding any of the proposals of the company or the company's business?

Mr. Chairman, we have received no questions.

Thank you, Dan. We will now proceed with the vote. If you voted previously, you do not need to vote again, unless you wish to change your vote. As a reminder, submission of a ballot revokes any prior ballot or proxy you may have submitted. The inspector of elections will now count the votes. [Voting]

Have all the ballots been counted?

Yes, Mr. Chairman.

Since all the stockholders and proxies entitled and desiring to vote have done so, I declare the polls closed. Will the secretary please report on the preliminary results of the votes for the proposals as presented?

The inspector of elections has examined the written proxies or powers of attorney presented for use at this meeting, confirm the tabulation of votes cast by proxy and counted the ballots presented today. Based on the foregoing, I'm giving the following report. On proposal one, all 8 of the director nominees standing for reelection have received the majority of votes cast for their election as directors of the company and are therefore reelected. On proposal two, a majority of the votes cast were cast in favor of the proposed resolution on the company's named executive officer compensation as described in the proxy statement. Finally, on proposal three, a majority of the votes cast were in favor of the ratification of the appointment of Ernst & Young as the independent registered public accounting firm of the company for 2020.

Thank you for that report. The -- since all proposals have passed, this meeting is now concluded. Again, I thank you for attending and for your interest in the company, MRC Global. That concludes our meeting.

And this concludes the meeting. You may now disconnect.