MSA Safety Incorporated (MSA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and thank you for attending the 2021 MSA Annual Meeting of Shareholders. I will now turn the call over to Nish Vartanian, Chairman, President and CEO of MSA Safety.

Good morning, everyone, and welcome to the 2021 MSA Annual Meeting of Shareholders. I'm Nish Vartanian, Chairman, President and CEO of MSA Safety. As you can see, we've again elected to hold our annual meeting in a virtual format. So thank you for your patience as we again deploy this meeting technology. On behalf of the MSA Board of Directors, I want to say thank you to all of our shareholders for attending today, and thank you for your interest and continued support in MSA. Before we proceed with our meeting agenda, I'd like to introduce the members of our Board, all of whom are attending remotely today: Bob Bruggeworth; Greg Jordan; Bill Lambert; Diane Pearse; Becky Roberts; Sandra Rogers; John Ryan III; and Bill Sperry. We're also joined by Ernst & Young, our independent auditors, who are participating remotely. With those brief introductions, I'll now ask the meeting to please come to order. In accordance with the company's bylaws, I'll act as Chairman of the meeting, and Mr. Richard Roda will act as secretary of the meeting. I will now ask Mr. Roda to report with respect to the call of the meeting.

Mr. Chairman, an affidavit has been delivered attesting that our annual meeting materials were properly mailed to the shareholders of record on February 19, 2021, the record date set by the Board of Directors by way of either a notice of Internet availability of such materials, or hard copies of the documents, if so selected by a shareholder. The annual meeting materials include the notice of the meeting, the proxy statement and the 2021 Annual Report to Shareholders.

You have heard the report of the secretary. The secretary will please file the company's affidavit showing the mailing of the notice and proxy materials with the records of this meeting. Mr. Kenneth Krause was appointed judge of election by the Board of Directors at its meeting on January 19, 2021. Mr. Krause has taken his oath as judge of election. The secretary will file the oath with the records of this meeting. I'll 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 and that this meeting has been duly called and convened, and that we can proceed with 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 2024 annual meeting and until their successors are elected and qualified. The nominees for director are Sandra Phillips Rogers and John T. Ryan III. 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 19, 2021, 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, 2021. 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 the meeting using the control number included in your proxy materials. Please remember that if you've already voted by proxy, it's not necessary to vote again. After voting has been completed on all matters on the agenda, we'll close the polls, and the judge of election will provide his preliminary report. I'll pause for a few moments while any remaining website voting is completed. [Voting]

Mr. Krause, has voting been completed?

Mr. Vartanian, the 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 each nominee for election to the Board has 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 Sandra Phillips Rogers and John T. Ryan III 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.

Sandra Phillips Rogers and John T. Ryan III have been elected directors of this company for a term of 3 years to serve until the Annual Meeting of Shareholders in 2024.

Mr. Chairman, with respect to the selection of the independent registered public accounting firm and the advisory vote on the company's named executive officer compensation, I wish to report that each of the proposals has received at least a 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 to now proceed with a brief question-and-answer session. During the meeting, shareholders were able to submit written questions. I will now ask Mr. Roda to facilitate a brief question-and-answer session. And of course, 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.

Since there are no questions asked, the question-and-answer session is concluded. The meeting is now adjourned. Ladies and gentlemen, thank you for attending today's meeting, and thank you for your ongoing interest and continued support in MSA.