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 Bob Wood, Chairman of the Board of Directors of MRC Global, Inc. Mr. Wood, the floor is yours.

Good morning. I'm pleased to welcome you to the 2023 Annual Meeting of Stockholders that is being held virtually. We appreciate your interest in the affairs of the company and your attendance today. I'd like to introduce to you members of our executive management, including my fellow Director, Rob Saltiel, who is our President and Chief Executive Officer; 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 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 of the Board are Deborah Adams, Leonard Anthony, Henry Cornell, George J. Damiris, Barbara Duganier, Ronald Jadin and Anne McEntee. Under our corporate governance guidelines, Cornelis Linse will retire and not stand for reelection. We would like to thank him for his many years of service and wish him the best in his future endeavors. A summary of the experience and qualifications for each director standing for reelection today is contained in the company's proxy statement for this meeting. I would like to thank all of the directors for their contributions and service this past year. Finally, I'd like to introduce Melissa Pierce with Computershare Trust Company, who will act as Inspector of Elections for the meeting. Will the Secretary now report that 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 10, 2023. 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, that sets forth the names and addresses of the holders of record of all the issued and outstanding shares of common and preferred stock of the company as of the record date, together with the number of shares then held of record by each such holder, a notice was sent to all of these holders. Our Inspector of Elections reports that holders of record of a majority of the outstanding shares of common and preferred stock entitled to vote at the meeting are now present or represented by proxy. Therefore, Mr. Chairman, 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 2024 Annual Meeting of Stockholders and until -- or until their successors are elected and qualified or their earlier 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, he is not subject to reelection at this meeting. Henry will continue to serve as a director, so designated by the holder of the preferred stock. Under the company's bylaws, all other nominations for election 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 director are closed. Your Board of Directors recommends that you vote to reelect the 8 persons who are current members of our Board as set forth on 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 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 LLP as the independent registered public accounting firm of the company for 2023. Your Board of Directors recommends approval of this proposal. If you have not already voted online, please do so at this time, and I will close the polls at the end of the Q&A session. [Voting]

I declare the polls closed. The Inspector of Elections has filed certifications of our preliminary results of the vote. 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 the majority of the votes cast for their election as directors of the company and are therefore reelected. On proposal 2, 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. And on proposal 3, 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 2023.

This completes the business as scheduled for today. I want to thank you for your participation.

This concludes our meeting. You may now disconnect.