National Bank Holdings Corporation (NBHC) Earnings Call Transcript & Summary

Welcome to the 2021 Annual Meeting of Shareholders of National Bank Holdings Corporation, Inc. I would now like to turn the meeting over to the company's Chairman of the Board, Tim Laney.

Good morning, ladies and gentlemen, and welcome to our 2021 annual meeting of shareholders, which is being held in a virtual format this year. I'm Tim Laney, Chairman, President and Chief Executive Officer of National Bank Holdings Corporation, and I hereby call this meeting to order. I'd like to take this opportunity to introduce you to the other members of our Board of Directors and executive management who are in attendance today. We have Ralph Clermont, our Lead Director and Chairman of the Audit and Risk Committee; Bob Dean, Director and Chairman of the Nominating and Governance Committee; Fred Joseph, Director; Micho Spring, Director; Burney Warren, Director and Chairman of the Compensation Committee; and Art Zeile, Director; Aldis Birkans, our Chief Financial Officer; Rick Newfield, our Chief Risk Management Officer; and Angela Petrucci, our Chief Administrative Officer, General Counsel and Secretary. Ms. Petrucci will act as secretary and will assist with the administration of this meeting. We also have with us, Andrew Davidson, Jeff Bierman and Scott Unnerstall from our independent registered public accounting firm, KPMG. I'll now call on Ms. Petrucci to discuss the procedures for this meeting. Ms. Petrucci?

Thank you, Mr. Laney. We will proceed with the meeting as follows: first, we will conduct the formal agenda items for the annual meeting. And then after the formal meeting, we will provide time for general discussion and questions for management relating to matters pertaining to shareholders generally. Your questions and comments are welcome. Please note that you may ask questions in the designated field of the web portal. Out of consideration for others, please limit yourself to one question. Please note that you are not permitted or authorized to use any recording device for this meeting. 10 minutes has been set aside during this annual meeting for questions specifically related to the proposals described in the proxy statement. Please confine your questions to the proposals that are being considered. We will take questions about other matters pertaining to the company at the conclusion of the official business portion of the meeting. A total of 15 minutes has been allotted for this general discussion. This concludes the procedure outline of the meeting. I will now turn it back to Mr. Laney to begin the formal meeting.

Thank you, Ms. Petrucci. Please give us a report on the notice of this meeting and the existence of a quorum.

Mr. Laney, the notice of this meeting, the proxy materials and the annual report were duly and properly mailed, and affidavits to that effect have been filed with the records of this meeting. The Board of Directors at March 12, 2021, as the date of record for this shareholders' meeting. We have a record of shareholders as of that date. I have been appointed to act as the inspector of election for this meeting. My preliminary inspector's report shows more than 28.6 million votes or approximately 93% of the voting common stock outstanding as of the record date are represented at the meeting today. This meets the quorum requirement under our bylaws, and therefore, the meeting is duly constituted and we may proceed with the business of this meeting.

Thank you, Ms. Petrucci. It's now time for a reading of the minutes of last year's annual meeting held on May 5, 2020.

Mr. Laney, I move the waiver of the reading of the minutes.

Very good. Is there a second?

I second the motion.

Thank you, Mr. Birkans. You've heard the motion in a second to waive reading of the minutes of last year's annual meeting. All those in favor, please say I. [Voting]

And those opposed, say no. [Voting]

This motion is carried. The secretary will please insert the minutes of the 2020 annual meeting in the company's minute book. We have 4 proposals that have been described in detail in the proxy materials. They are as follows: Number one, election of 7 Directors. Number two, ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2020. Number three, adoption of a resolution approving on an advisory nonbinding basis the compensation paid to the company's named executive officers as disclosed in the proxy statement. The proposal is otherwise referred to as the say-on-pay proposal. And number four, adoption of a resolution approving on an advisory nonbinding basis the frequency of advisory votes on compensation paid to the company's Chief Executive Officers.

Mr. Laney, as an officer of the company and as a shareholder, I hereby move to submit these proposals to the shareholders for action.

Thank you, sir. You've heard the motion. Is there a second?

I second the motion.

The proposals have been properly submitted to the shareholders for action with a formal motion and a second. The polls will remain open until all items of official business have been presented and discussed. While we're considering the proposals, no other business may be brought before the meeting. Ms. Petrucci, have we received any questions regarding the proposals?

Mr. Laney, we do not have any questions.

Well, thank you, Ms. Petrucci. Hearing that there are no questions, we'll now vote on the proposals. Ms. Petrucci and I have been appointed proxy agents for the shareholders, and we voted 28.7 million votes in accordance with the instructions of the shareholders. If you've already voted by proxy, you do not need to vote again at this meeting unless you wish to change your vote and revoke the proxy you previously submitted. Any shareholder who hasn't yet voted or who wishes to change their vote may do so by clicking on the Voting button on the web portal and following the instructions there. We'll now pause briefly to allow all votes to be submitted.

Mr. Laney, I can report there is no more voting activities.

Thank you, Ms. Petrucci. Now that everyone has had the opportunity to vote, I now declare that the polls of our 2021 annual meeting of shareholders are closed. Ms. Petrucci, will you please announce the voting results on the proposals?

Mr. Laney and shareholders, the votes by valid proxies on file and those tabulated this morning show that the 7 director-nominees as presented in the proxy statement received a plurality of the votes cast for election. The appointment of KPMG LLP as the company's independent registered public accounting firm for 2021 has received a majority of the votes cast for ratification. The say-on-pay proposal has received a majority of votes cast for approval. The proposal regarding the frequency of advisory votes on the compensation paid to the company's named executive Officers has received a majority of votes cast for approval. Mr. Laney, that concludes the report of final voting results.

Thank you, Ms. Petrucci. Ladies and gentlemen, that concludes the formal meeting, and the meeting is officially adjourned. I will, however, now proceed with shareholder questions for our management and a general discussion. We'd like to open things up for a discussion of matters of general interest to the shareholders, so please submit your questions through the web portal. We'll attempt to answer as many questions as time allows, but only questions that are relevant to this meeting will be discussed. Ms. Petrucci, have we received any questions for general discussion?

Mr. Laney, we do not have any questions.

In that case, thank you, Ms. Petrucci. Since there are no questions, the general discussion period is concluded. I want to thank you for your participation in National Bank Holdings Corporation's 2021 Annual Shareholders Meeting and wish you a good day.

Your 2021 Annual Meeting of Shareholders of the National Bank Holdings Corporation is now complete. At this time, you may disconnect from the meeting. Thank you for attending and good day.