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

Hello, and welcome to the Annual Meeting of Stockholders of MRC Global, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Rob Saltiel, President and CEO of MRC Global, Inc. Mr. Saltiel, the floor is yours.

Thank you, and good morning. I am pleased to welcome you to our 2022 Annual Meeting of Stockholders that is being held virtually. We appreciate your interest in the affairs of the company and your attendance today. Before I turn the meeting over to our Chairman, Rhys Best, to conduct the meeting, I wanted to let everyone know that this will be Rhys' last annual meeting over which he will preside for the company. Rhys is retiring from our Board after 15 years of dedicated service to the company. Rhys joined our Board in 2007 while we were a private company and his tenure has notably included the formation of MRC Global and our initial public offering on the New York Stock Exchange in 2012. We are grateful for the leadership and counsel Rhys has provided and wish him the very best in his retirement from our Board. Thank you for your service. I'm now pleased to introduce Rhys Best, our Chairman to conduct the meeting.

Thank you, Rob. I have greatly enjoyed serving with you and the other members of the Board, past and present to guide this fine company. In addition to Rob, I will introduce to you the other members of our executive management team. Kelly Youngblood, the company's Executive Vice President and Chief Financial Officer; and Dan Churay, the company's Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary. Let me also take the opportunity to introduce to you the other members of MRC Global, Inc.'s Board of Directors. In addition to myself and Rob, the other members are Deborah Adams; Leonard Anthony; Henry Cornell, George Damiris, Barbara Duganier, Ronald R. Jadin and Cornelis Linse; and Mr. Robert Wood. Upon his reelection to our Board, our Board has elected Bob Wood to be our new Chairman of the Board. Bob, I wish you the best as the company continues its success for all of its stakeholders, including shareholders, employees, customers and suppliers. 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 would like to thank all for the directors for their contributions and service this past year. Finally, I'll introduce Melissa Pierce with Computershare Trust Company, who will act as Inspector of Elections for the meeting. Will the Secretary now report if the notice of the meeting was duly and properly mailed.

It was, Mr. Chairman, the Board of Directors fixed the record date for the determination of the stockholders entitled to vote at this meeting as of the close of business on March 11, 2022. There is available for inspection online by any registered shareholder, 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 a number of shares then held of record by each such holder. A notice was sent to these holders. Our Inspector of Elections reports that holders of record of a majority of the outstanding shares of stock entitled to vote at the meeting are present or represented by proxy. Therefore, a quorum is present and the meeting may proceed.

Thank you. This meeting is now called to order to consider the proposals outlined in the proxy statement. 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 the 2023 Annual Meeting of Stockholders or until their successors are elected or qualified or their early retirement. Our ninth director, Henry Cornell, has been designated as director pursuant to the terms of the company's preferred stock transaction, and as such, he 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 the 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 for 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 a 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 item to come before the meeting is a proposal to amend the company's 2011 Omnibus Incentive Plan to reserve an additional 3 million shares to the Plan. [ We move ] the termination date of the plan while providing for a termination of the plan and stockholders do not approve the amendment and changed the name of the plan from MRC Global, Inc. 2011 Omnibus Incentive Plan to MRC Global Inc. Omnibus Incentive Plan as set forth in the proxy. Here again, your Board recommends approval of this proposal. The fourth and final item of business to come before the meeting is a proposal to ratify the action of the Audit Committee of the Board of Directors in appointing Ernst & Young as the independent registered public accounting firm for the company for 2022. Your Board of Directors recommends approval of this proposal. If you have not already voted online, please do so at this time. I will close the polls at the end Q&A session. [Voting]

At this time, we would like to take any questions you might have for us today. To ask a question, please click on the message icon to submit your question or comment.

Mr. Chairman, the record reflects there are no questions from stockholders.

Thank you. Therefore, I declare the polls closed. The Inspector of Elections has filed certifications of our preliminary results of voting. Will the Secretary please report on the preliminary results of the votes for the proposals presented.

Mr. Chairman, the preliminary results based on the voting of shares represented by valid proxies on file and tabulated at the meeting this morning show the following: on proposal 1, all 8 of the director nominees standing for reelection have received a majority of the votes cast for their election as directors of the company and are therefore reelected. On proposal 2, the 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. On proposal 3, a majority of the votes cast were in favor of the proposed resolution to amend the company's Omnibus Incentive Plan as described in the proxy statement. Finally, on proposal 4, a majority of the votes cast were in favor of the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for 2022.

Thank you for that report. This completes the business scheduled for today. I want to thank you for your participation...

This concludes the meeting. You may now disconnect.