Nicolet Bankshares, Inc. (NIC) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Shareholders of Nicolet Bankshares, Inc. Please note that today's meeting is being recorded and will be available on the company's Investor Relations website in the coming days. At the end of the business portion of the meeting, management will address any questions that have been submitted prior. The participants in today's meeting include Mike Daniels, Chairman, President and CEO; Phil Moore, CFO and Inspector of Elections for the meeting; and Eric Witczak, Secretary. It is my pleasure to turn this meeting over to Mike Daniels. The floor is yours.

Thank you. Good morning, and welcome to the 2025 Annual Meeting of Shareholders for Nicolet Bankshares, Inc. I'm Mike Daniel's Chairman, President and Chief Executive Officer. It's my pleasure to welcome you today for this meeting. I'm joined in the room by Phil Moore, our Chief Financial Officer; and Eric Witczak, our Executive Vice President and Secretary of Nicolet Bankshares. Thank you for joining us today. We're somewhat excited to be hosting our first virtual annual meeting. Although some favor an in-person format, this format does allow us to be more inclusive and reach a greater number of our shareholders across our expanded footprint. The meeting will take place as described in the agenda, which should be on your screen if you are viewing via the web. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. We ask that questions be submitted ahead of time. However, if you have any follow-up questions after the meeting, please e-mail them to [email protected] or call (920) 617-4540. In keeping with the digital approach to this year's meeting, it is now shortly after 10:00 a.m. Central Time on May 19, 2025, and this meeting is officially called to order. I would first like to introduce the other 14 nominees for election to the Board at today's meeting: Marcia M. Anderson; Robert B. Atwell; Héctor Colón; Lynn D. Davis; John N. Dykema; Christopher J. Ghidorzi; Andrew F. Hetzel, Jr.; Brenda L. Johnson; Donald J. Long, Jr.; Dustin J. McClone; Susan L. Merkatoris; Oliver Pierce Smith; Glen E. Tellock; and Robert J. Weyers. I would also like to introduce Brandy Buckler from Forvis Mazars LLP, our independent auditors, who are also attending today's meeting virtually. I'm advised that no shareholder questions were submitted and directed to Forvis, and she has advised me that they do not wish to make a statement. The Board of Directors fixed March 17, 2025, as the record date for determining shareholders entitled to vote at this meeting. The shareholder list show that as of that record date, there were 15,196,800 shares of common stock outstanding and entitled to vote at this meeting. I am informed by Phil Mark, who is serving as the Inspector of Elections, that there are represented by proxy shares of common stock, representing approximately 11.9 million votes or 78% of the 15,196,800 shares of common stock that were outstanding as of March 17, 2025, the record date for this meeting. This constitutes a quorum for purpose of transacting business. Therefore, I declare this meeting duly and validly called, convened and open for the business properly brought before it. It is now 10:04 Central Time on May 19, 2025, and the polls are now open. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and follow the instructions there. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. The polls for voting will close immediately following the reading of the proposals to be voted upon. Also, per direction in our proxy statement, shareholders wishing to ask questions were asked to do so via e-mail prior to this meeting. Now I'll present the matters to be voted upon. Proposal 1 is the election of directors. The current Board has nominated the 15 nominees identified and described in our proxy statement for election as directors by the company's shareholders. No other nominations have been submitted in accordance with the company's bylaws, I hereby declare nominations closed. Proposal 2 is the vote to ratify the appointment of Forvis Mazars, LLP as our registered -- independent registered public accountants for 2025. Proposal 3 is a vote to approve the compensation of our named executive officers as described in the proxy statement. Proposal 4 is to improve the frequency with which we conduct a say-on-pay vote such as Proposal 3, to approve the compensation of our named executive officer. You may vote to express your preference for us to conduct this vote annually or every 2 or 3 years. Now that everyone has had the opportunity to vote, I now declare the polls for Nicolet Bankshares, Inc. 2025 Annual Meeting closed at 10:06 Central Time on May 19, 2025. I have been informed by the Inspector of Election that the preliminary vote report shows that shareholders have accepted management's recommendations with respect to each proposal. We will be reporting the final voting results in the current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 business days following this meeting. Based upon the report of the Inspector of Elections, I declare each of the nominees named in the proxy statement to have been duly elected as directors of Nicolet Bankshares, Inc. to serve until their successors are elected and qualified. I also declare the selection of Forvis as our auditors for 2025 approved on an advisory basis by the shareholders. I also declare the compensation to our named executive officer as described in our proxy statement to have been approved on an advisory basis by the shareholders. And finally, I declare and recognize that our shareholders have expressed a preference for the company to continue to hold a say-on-pay vote every year. There being no further business to come before the meeting, the 2025 Annual Meeting of Shareholders of Nicolet Bankshares, Inc. is now adjourned. I've been informed that we have received no questions from shareholders for this meeting. If there are questions about any of the proposal passed at the meeting today or the business in general, you are always encouraged to reach out to us at any time. I want to thank everyone for joining us this morning, and more importantly, thank you for being a shareholder of Nicolet Bankshares, Inc. We look forward to continuing to exceed your expectations as well as our own. At this point, I will turn the call back over to the operator.

This concludes the annual meeting. You may now disconnect.