National Vision Holdings, Inc. (EYE) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of National Vision Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Randy Peeler, Chairman of the Board of National Vision. Mr. Peeler, the floor is yours.

Good afternoon. I want to welcome all of you to the 2021 Annual Meeting of Stockholders of National Vision Holdings, Inc. and call this meeting to order. I'm Randy Peeler, Chairman of the Board of Directors of National Vision Holdings, Inc. In accordance with our bylaws, I will act as Chairperson of the meeting. I would also like to welcome you on behalf of our Board of Directors: Reade Fahs, Chief Executive Officer of National Vision Holdings, Inc. and a Director; Jose Armario, CEO, Bojangles', Inc.; Heather Cianfrocco, CEO, OptumRX at UnitedHealth Group; Virginia Hepner, former President and Chief Executive Officer of The Woodruff Arts Center; Susan Johnson, Chief Marketing Officer of Prudential Financial, Inc.; Naomi Kelman, former President and CEO, Willow; Tom Taylor, Chief Executive Officer of Floor & Decor Holdings, Inc.; and David Tehle, Former Executive Vice President and CFO at Dollar General Corporation. We appreciate your attendance, your interest and most importantly, your support of National Vision. In addition, I welcome Phil Wash and Will Herman from Deloitte & Touche LLP, our external auditing firm, who will be available during the question-and-answer session to answer any appropriate questions. I would like to acknowledge other members of the executive management team, including Patrick Moore, our CFO; Jared Brandman, our General Counsel; and Bill Clark, our Chief People Officer. Jared will act as secretary of the meeting. And finally, I'd like to confirm that a representative from Computershare will act as our inspector of election. We are pleased to hold our Annual Stockholders' Meeting virtually in order to safeguard the health of our stockholders, employees, directors and officers during the coronavirus pandemic. On the meeting website, we have posted the meeting agenda and the rules of conduct for today's meeting. So that we have an orderly meeting, we ask everyone to abide by these rules. Stockholders and legal proxy holders may submit questions at any time during this meeting by clicking the link on the virtual meeting website. We will have a question-and-answer time after all the voting proposals have been presented. I will now turn it over to Reade Fahs, Chief Executive Officer of National Vision to address the meeting.

Thank you, Randy. 2020 was a year like none other in our company's history. I want to express my gratitude to our optometrists, associates and the entire National Vision team. I could not be more proud and appreciative of their perseverance and dedication for customers and patients during an uncertain and difficult time. We're proud of the actions we took in order to navigate the pandemic, including the temporary closure of our stores to implement enhanced safety protocols and our management team's swift actions in preserving cash and implementing operational and cost-cutting initiatives to strengthen our liquidity position. Despite the extraordinary circumstances of the last year, we believe 2020 was ultimately successful, and we are well positioned to capitalize on future opportunities. I want to thank the entire Board for their support and guidance and of course, we also thank you, our stockholders, for your continued support of National Vision and our mission to help people by making quality eye care and eyewear more affordable and accessible. Throughout it all, our interactions with our patients and customers have reminded us of the important role we play within the communities we serve as both a health care provider and an employer. Randy, let me turn it back over to you.

Thank you, Reade. We will now conduct the formal business of the annual meeting. I would like to invite Jared to run through the business items.

Thanks, Randy. We received confirmation that proper advanced notice of this meeting was given to our stockholders and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 15, 2021, are entitled to vote at the annual meeting, and a list of stockholders of record is available on the meeting website. Our first item of business is to confirm that based on the report from our inspector of election, we have a quorum for the purpose of transacting business, and this meeting is duly convened. List of stockholders as of the record date is open for inspection by any stockholder on the virtual meeting website. The polls are now open. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. All stockholders entitled to vote at this meeting has the ability to do so online on the meeting website. Please file the link if you wish to vote or to change your vote. We will now turn to the presentation of the proposals. Additional information about these proposals is included in the proxy statement. There are 5 matters to be brought before the meeting today, and I'll take us through them in the order they appear in the agenda. The first proposal is the election of 3 Class I directors to serve until the Annual Meeting of Stockholders in 2024 or until his or her successor has been duly elected and qualified. The nominees receiving the highest number of votes of shares will be elected as directors. The Board of Directors recommends the election of the director nominees included in the proxy statement. Because we have an advanced notice provision in our bylaws, all further nominations are closed. Proposal 2. The next proposal is a management proposal for the approval of an amendment to the second amended and restated certificate of incorporation to eliminate the classified structure of the Board of Directors. The Board of Directors recommends that stockholders vote in favor of this proposal. The next proposal, proposal #3, is a management proposal for the approval of an amendment to the second amended and restated certificate of incorporation to eliminate super majority voting standards and other obsolete provisions. The Board of Directors recommends that the stockholders vote in favor of this proposal. The next proposal is the nonbinding advisory vote on executive compensation. The Board of Directors recommends that stockholders vote in favor of this proposal. This vote is only advisory, but the Board will consider the results as they review our executive compensation program. The final proposal is the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2021. The Board of Directors recommends that stockholders vote in favor of this proposal. Randy, that completes the presentation of the proposals.

Thank you, Jared. Can you now please present the preliminary voting results, and then we will move on to the question-and-answer session?

Yes. Thanks, Randy. We have been informed by the inspector of election that preliminary voting results are as follows: The nominees for election to the Board of Directors have been duly elected; the amendment to the second amended and restated certificate of incorporation to eliminate the classified structure of the Board of Directors has been approved; the amendment to the second amended and restated certification of incorporation to eliminate super majority voting standards and other obsolete provision has been approved; the advisory vote regarding the company's executive compensation has been approved; and the ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2021 has been approved.

Thank you, Jared. Before we close the polls, I'd like to ask Reade to conduct a Q&A session. [Operator Instructions]

Thank you, Randy. Jared, have there been any submitted questions?

Thanks, Reade. As there are no questions, Randy, let me please turn the meeting back over to you.

Great. Thank you. The inspector of elections will review any outstanding electronic ballots submitted during the meeting and tabulate the final results, which will be reported by the company on a Form 8-K filed with the SEC. The polls are now closed, and the meeting is adjourned. Thank you for attending today's meeting and your support of our company.

This concludes the meeting. You may now disconnect.