Myers Industries, Inc. (MYE) Earnings Call Transcript & Summary

Good day, and welcome to the Myers Industries, Inc. Annual Meeting of Shareholders. I would now like to turn the conference over to Mike McGaugh. Please go ahead.

Thank you. Good morning, and welcome to the 2020 Annual Meeting of Shareholders of Myers Industries, Inc. I'm Mike McGaugh, President and Chief Executive Officer of Myers Industries, and I will act as Chairman of the meeting. We appreciate that we are faced with the challenging times in light of the COVID-19 pandemic. We hope that you, our shareholders, are safe and healthy along with your families. Before proceeding to the formal business of the meeting, I would like to comment on the nature of today's meeting under the current circumstances. As initially disclosed in our proxy statement dated March 23, 2020, we are offering our shareholders the opportunity to attend this meeting via webcast or in person. However, as part of the risk mitigation efforts during the COVID-19 pandemic, the Director of the Ohio Department of Health issued a stay-at-home order, prohibiting all public and private gatherings in Ohio until May 1, 2020, except for certain limited purposes. Accordingly, on April 15, 2020, we issued a press release announcing that this annual meeting could be attended only virtually via the live webcast described in our proxy statement. With that additional background, I hereby call the meeting to order. Before proceeding with the official business of the meeting, I would like to make a few introductions. In addition to the other members of the company's management and Board of Directors that are participating virtually in the meeting today, Kevin Brackman, the company's Executive Vice President and Chief Financial Officer; and Andrean Horton, our Executive Vice President, Chief Legal Officer and Secretary, are participating. Andrean will serve as the Secretary of this meeting. Also participating are Jerry Rudowsky and [ Aby Frankovitz ], representatives of Ernst & Young LLP, the company's independent registered public accounting firm for the year ended December 31, 2019. I would also like to report that the company has appointed Broadridge Financial Solutions as it's Inspector of Election for this meeting. Anthony Carideo from the Carideo Group is the representative selected by Broadridge to participate in this meeting. The Inspector of Election will count and report the number of shares represented at this meeting based upon his determination of the validity and effect of proxies and ballots collected today and count all votes cast on matters voted on at this meeting, report preliminary results to the company during the meeting and provide final certified results following the meeting. Anthony Carideo has executed an oath of office and submitted it to the company's secretary for filing with the records of this meeting. To assure that the meeting proceeds in an efficient and orderly manner, individuals who want to raise questions or comments will be required to follow the rules of conduct provided with the agenda as you join the meeting online. At this time, I invite Andrean to report on the affidavit of mailing and other matters of record for the meeting.

Thank you, Mike. First, on March 23, 2020, written notice of this annual meeting, a proxy statement, a form of proxy and the company's 2019 annual report on Form 10-K containing the company's consolidated financial statements for the year ended December 31, 2019, were mailed to all shareholders of record as of March 6, 2020. Certified proof of the mailing will be filed with the records of this meeting and our 2019 annual report and 2020 proxy statements are available on the Investor Relations section of our website. Second, Broadridge, as a transfer agent and registrar for the company's common shares, has prepared and certified a list of the shareholders of record at the close of business on the record date of March 6, 2020, which is open for inspection by shareholders during the course of this meeting. I have been advised by the transfer agent that at the close of business on the record date, there were 35,724,608 common shares of the company outstanding and entitled to vote at this meeting. And third, we have received an affidavit of a representative of Broadridge showing that beginning on March 23, 2020, copies of the notice, proxy statement, proxy card and annual report were made available to all shareholders of record as of the record date. A copy of the notice of meeting together with the affidavit of mailing of notice will be incorporated in the record of this meeting.

The Inspector of Election has taken a preliminary poll of the common shares represented virtually online or by proxy at this meeting. If any shareholder of record has not yet submitted his or her proxy card, please submit your vote online if participating in the virtual meeting. Andrean, please report on the existence of a quorum.

The Inspector of Election has informed me that there are present at this meeting, virtually online or by proxy, the holders of record of an aggregate of at least a majority of the voting power of the company. This total, in accordance with the amended and restated code of regulations of the company, constitutes a quorum for all purposes.

We now turn to the proposals that have been submitted to our shareholders for their approval. After the proposals have been brought before the meeting, there will be an opportunity for shareholders and proxy holders to discuss the proposals, so please hold any discussion until that time. As set forth in the proxy statement, the first proposal to be acted upon is to elect the following 9 candidates nominated by the Board of Directors to serve for a 1-year term until the next Annual Meeting or until their successors are duly elected and qualified; Sarah R. Coffin; Ronald M. De Feo; William A. Foley; F. Jack Liebau, Jr.; Bruce M. Lisman; Lori Lutey; Michael McGaugh; Jane Scaccetti; and Robert A. Stefanko. The second proposal to be acted upon is a nonbinding advisory resolution to approve the compensation of the company's named executive officers. Our executive compensation is designed to attract and retain talented and experienced executives and other key employees, to ensure the actual compensation paid to executive officers is aligned and correlated with financial performance and changes in shareholder value, motivate our executive officers to achieve short and long-term company goals that will increase shareholder value and reward executives whose knowledge, skills and performance are crucial to our success. The third proposal to be acted upon is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Myers Industries, Inc. for the fiscal year ending December 31, 2020. I will now open the floor for any questions on the proposals in accordance with the rules of conduct set forth for this meeting. Is there any shareholder or proxy holder that wishes to address this meeting regarding the proposals I just described?

We have no questions, Mike.

Thank you. If there is no further discussion, I declare the polls open for voting on these proposals. If any shareholder wishes to vote virtually online or if any shareholder previously submitted a proxy and now wishes to change their vote online, click on the Vote Here option to vote now. If you have already sent in a proxy, there is no need to cast a ballot unless you wish to change your vote. The proxy agents will vote your shares as indicated on the proxy you've already submitted. If no direction was made on your proxy card, the proxy agents will vote your shares for each of the proposals as noticed in the proxy statement. Each ballot is to be signed by the shareholder or by the proxy agent to assure that the votes cast here by ballots are properly reflected in the final voting totals. After the Inspector of Election completes the final tally, all ballots will be deposited with the Secretary. [Voting]

The Inspector of Election has indicated that no further voting is occurring, so I hereby declare the polls closed and ask Andrean to report on the preliminary vote totals.

I have been informed by the Inspector of Election that the proxies submitted and ballots voted at this meeting have been tabulated. And based on the preliminary vote totals, the results are as follows: the matter of the election of directors, each nominee received the required affirmative vote of a plurality of the common shares present and entitled vote at this annual meeting. With respect to the nonbinding advisory vote on the compensation of the company's named executive officers, the proposal has been approved. With respect to the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm of Myers Industries, Inc. for the fiscal year ending December 31, 2020, the proposal has been approved. The company will publicly announce the final results of the voting as promptly as possible after they have been certified by the Inspector of Election.

Thank you, Andrean. There being no more formal business to come before this meeting, I now adjourn this meeting. In closing, I would like to thank all of you for joining this meeting virtually and to express my appreciation to all the shareholders who submitted their proxies. I also once again, want to thank our associates for their efforts in 2019 and their commitment to the company's success in 2020 despite these challenging times. Myers Industries certainly appreciates the continued confidence of our valued customers and our shareholders. Thank you for your presence today.

This conference has now concluded. Thank you for attending today's presentation. You may now disconnect.