MSA Safety Incorporated (MSA) Earnings Call Transcript & Summary

Welcome and thank you for joining the MSA Annual Shareholders' Meeting. I will now turn the call over to MSA Safety President and CEO, Mr. Nish Vartanian. Sir, please go ahead.

Thank you. Hello, everyone, and welcome to the 2020 MSA Annual Meeting of Shareholders. I'm Nish Vartanian, President and CEO of MSA Safety. These are truly unprecedented times. And in accordance with our commitment to safety and in order to facilitate our compliance with stay-at-home orders, presently, in effect with respect to COVID-19, our Board recently determined that we would hold our Annual Meeting of Shareholders in a virtual format. This meeting format protects the health and safety of all of us, including our Board, executive leadership team and most importantly, our shareholders. So we thank you for your patience as we adapt to this virtual meeting technology. And with that, I'd like to turn the call over to our Chairman, Mr. Bill Lambert.

Thank you very much, Nish. On behalf of the MSA Board of Directors, I want to say thank you to all shareholders attending today through this audio webcast, and we thank you for your ongoing interest in MSA. Let me echo Nish's comments that personal health and safety is one of the utmost importance for us, and quite frankly, it was a simple decision for us to convert this meeting to a virtual format under the circumstances. On today's call, each member of the MSA Board of Directors has joined remotely as I have. At Nish's direction, we have a very small group of executive leaders coordinating this meeting from our corporate center in Cranberry Township, Pennsylvania, where they are practicing social distancing and preventative safety measures to ensure the meeting can occur effectively while not compromising personal safety. With those brief introductions, I will now ask the meeting to please come to order. Along with my fellow directors and executive officers of the company, I would like to welcome you to our 2020 Annual Meeting of Shareholders. We appreciate your attendance, your interest and, most importantly, your ongoing support of MSA. Before we proceed with our formal agenda, I'd like to introduce the other members of the Board of Directors, all of whom are in attendance today via teleconference. Those fellow board members are: Robert A. Bruggeworth, Thomas W. Giacomini; Gregory B. Jordan, Diane M. Pearse, Rebecca B. Roberts, Sandra Phillips Rogers, John T. Ryan III; William R. Sperry; and finally, our President and CEO, Nish Vartanian, who opened the call. We are also joined on the call by Ernst & Young, our independent auditors, who are participating by teleconference. In accordance with the company's bylaws, I will act as Chairman of the meeting, and Mr. Richard Roda will act as Secretary of the meeting. I now ask Mr. Roda to report with respect to the call of the meeting.

Mr. Chairman, on April 7, 2020, the Notice of Annual Meeting, Proxy Statement and Proxy Card were properly mailed to those shareholders of record on February 12, 2020, the record date set by the Board of Directors.

You have heard the report of the Secretary. The Secretary will please file the company's affidavit showing the milling of the notice and proxy material with the records of this meeting. Mr. Kenneth Krause was appointed Judge of Election by the Board of Directors at its meeting on January 14, 2020. Mr. Krause has taken his oath as Judge of Election. The Secretary will file the oath with the records of this meeting. I will now ask the Judge of Election to advise whether a quorum is present.

Mr. Chairman, I confirm that there is a quorum of common shares represented at this meeting.

I declare that a quorum is present, that this meeting has been duly called and convened and that we can proceed to the transaction of business. We will now proceed to consider the proposals to be voted upon at this Annual Meeting. The first proposal is for the election of directors to serve until the 2023 Annual Meeting and until their successors are elected and qualified. The nominees for director are: William M. Lambert; Diane M. Pearse and Nishan J. Vartanian. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. The second proposal is for the selection of the independent registered public accounting firm of the company. At its meeting on January 14, 2020, the Board recommended that the shareholders approve the Board's selection of the firm of Ernst & Young LLP to serve as the independent registered public accounting firm for the company and its subsidiaries for the year ending December 31, 2020. The third and final proposal is the approval on an advisory basis of the executive compensation as described in the company's proxy statement. We will now proceed with the vote. Only shareholders of common stock as of the record date are entitled to vote. Those who voted by proxy, and have not revoked their proxies, do not need to vote again. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website you used to access this meeting using the 16-digit control number included on the Proxy Card that accompanied the 2020 Proxy Statement. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Judge of Election will provide his preliminary report. I will pause now for a few moments while any remaining website voting is completed. [Voting]

Mr. Krause, has voting been completed?

Mr. Lambert, voting is now complete.

With voting now complete, will the Judge of Election please present his report.

Mr. Chairman, the preliminary vote report shows that all nominees for election to the Board have been duly elected and that the selection of the independent public auditors and the compensation of the named executive officers has been approved by advisory vote. We will be reporting the final vote results in a Form 8-K to be filed with the U.S. Securities and Exchange Commission within 4 business days. With respect to the election of directors, I wish to report that William M. Lambert, Diane M. Pearse and Nishan J. Vartanian have been elected as directors for a term of 3 years and that each nominee has received no less than a majority of the votes cast.

Therefore, William M. Lambert, Diane M. Pearse and Nishan J. Vartanian have been elected directors of this company for a term of 3 years to serve until the Annual Meeting of Shareholders in 2023.

Mr. Chairman, with respect to proposal 2, the selection of the independent registered public accounting firm and proposal 3, the advisory vote on the company's named executive officer compensation, I wish to report that each of the proposals has received the majority of the votes necessary for approval.

I, therefore, declare that proposals 2 and 3 have been adopted. The Secretary is directed to file the Judge's report with the records of the meeting and to cause the public filing of the exact vote tallies with the SEC. That concludes the business portion of the meeting. I would like now to proceed with a brief question-and-answer session. During the meeting, shareholders were able to submit written questions. I will now ask Mr. Roda, the company's Secretary, to facilitate a brief question-and-answer session. In accordance with the rules of conduct established for the meeting, only those questions related directly to the business of the meeting or to the company's business will be answered. Furthermore, in the interest of time and as questions may be repetitive or overlap, we may not answer every question presented.

Mr. Chairman, there are no questions in the queue.

Thank you very much, Mr. Roda. Since there were no questions asked, the question-and-answer session is now concluded. The meeting is now adjourned. Ladies and gentlemen, thank you very much for your attending today's meeting, and please continue to stay safe as our communities work through COVID-19. Thank you very much.

Ladies and gentlemen, this concludes today's program, and you may all disconnect.