Novanta Inc. (NOVT) Earnings Call Transcript & Summary

Good day, and welcome to the Novanta Annual Meeting of Stockholders. I would now like to turn the conference over to Steve Bershad. Please go ahead.

Thank you, operator, and good afternoon. I'm Steve Bershad, Chairman of the Board of Novanta, and the Chairman of today's meeting. Welcome to Novanta 2020 Annual and Special Shareholder Meeting, which we're holding virtually this year in light of the COVID-19 pandemic. Before I call the meeting to order, I'd like to introduce you to the members of the Board and the business team who are on the webcast with us today. The other members of the Board here today are Matthijs Glastra, the Chief Executive Officer; Lonny Carpenter, Deborah DiSanzo, Brian King, Ira Lamel, Dom Romeo and Tom Secor. Direct nominee, Maxine Mauricio is also with us today as are Robert Buckley, our Chief Financial Officer; and Brian Young, our Chief Human Resource Officer. I'd also like to introduce Richard Carvalho of PricewaterhouseCoopers, the company's independent auditor, who will be available to respond to appropriate questions. The meeting will now come to order. The polls are open for voting on all members before the meeting. If you are a shareholder of record and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting web page, you'll find the agenda and rules of conduct for the meeting today. Please review the rules of conduct carefully. Note that only shareholders and proxy holders who are logged into the meeting using their 16-digit control number will be able to ask questions on the portal at today's meeting. I would encourage you to submit your questions to the ask-a-question text box on the virtual shareholder meeting website at any time during the meeting. Those shareholders who are dialed in by phone today will be able to ask questions by pressing the * key and #1 on your telephone keypad. You'll be placed in the queue and the operator will connect you for you to ask your question during the question-and-answer session. If you are a shareholder of record and have any matter that you would like to address prior to the question-and-answer session at the end of the meeting, please submit your matter now in the ask-a-question box on the virtual shareholder meeting website. Otherwise, we will be happy to address your questions or comments during the question-and-answer session at the end of today's meeting. I've received an affidavit of an Officer of Broadridge Financial Solutions stating that the notice of the meeting, the management proxy circular and the form of proxy have been sent to each shareholder, each director and each -- and the independent auditors of the company. The secretary of the meeting will keep a copy of the affidavit with the minutes of the meeting. The complete list of the holders of record of the outstanding shares of the company on April 15, 2020, and the record date for the meeting is available on the virtual shareholder meeting website for shareholders' review. Only those -- only these shareholders of record will be able to vote at today's meeting. At this time, I'd like to introduce Leanne Branston and Alicia Mohammed of Broadridge Financial Solutions. The Board of Directors has appointed Broadridge to act as scrutineers of today's meeting. Ms. Branston and Ms. Mohammed's function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is complete to tally the final votes. Robert, would you please read the scrutineers' report of the existence of a quorum?

Thank you, Steve. I've been informed by the scrutineer that 32,098,539 of the 35,122,061 common shares outstanding on the record date are present in person or represented by proxy, which represents approximately 91.4% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Thank you, Robert. This meeting is duly constituted and for the transaction of business. Before we proceed with the 4 items to be considered by the shareholders, I'd like to place before the meeting the audited financial statements of Novanta, Inc. for the year ended December 31, 2019, and the auditor's report on those financial statements, both of which have previously been sent to shareholders of the company and are available on the Investor Relations page of the company's website. Any questions regarding these statements may be asked at the end of the meeting. We'll now proceed with the 4 items to be considered at the shareholders' meeting. The first item of business is the election of directors of the company. These directors have nominated me, Stephen Bershad, Lonny Carpenter, Deborah DiSanzo, Matthijs Glastra, Brian King, Ira Lamel, Maxine Mauricio, Dominic Romeo and Tom Secor, to serve as directors for a term expiring on the date of the 2021 Annual Meeting of Shareholders. Are there any other nominations? I don't believe there are any other nominations. So I declare the nominations closed. The second item of business today is the advisory vote on the company's executive compensation. The company's shareholders have been asked to approve the following resolution. Resolved that the shareholders of Novanta approved on an advisory basis the compensation of Novanta Inc.'s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC, of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables and narrative discussions set forth in the management proxy circular. The third item of business today is the appointment of PricewaterhouseCoopers LLP as company's independent auditor to serve until the date of the 2021 Annual Meeting of Shareholders. The fourth item and the final item of business today is to confirm an amendment to Section 52 of the Company’s By-Law #1 to allow the company to hold meetings of shareholders by means of remote communication. In light of the virtual nature of this meeting, we will proceed with the voting by ballot. You do not need to vote if you have already sent in your signed proxy or voted on the Internet or by telephone. Mr. Buckley's Ballot will reflect the stated voting intentions of those shareholders who have named him and Mr. Glastra as their proxies. As a reminder, only shareholders of record are able to vote at today's meeting. If you are a shareholder of record and wish to vote, and you haven't already voted, please vote now by clicking on the voting button on the web portal and following the instructions. The polls will close in about 10 seconds. You do not need to vote electronically. If you've already sent in your signed proxy or if you've voted by telephone or via Internet. [Voting]

The polls are now closed. I have received a preliminary report from the scrutineer. Based on the preliminary report, Mr. Bershad, Mr. Carpenter, Ms. DiSanzo, Mr. Glastra, Mr. King, Mr. Lamel, Ms. Mauricio, Mr. Romeo and Mr. Secor have each been elected a Director of the company. The shareholders have approved, on an advisory basis, the compensation of the company's named executive officers and the appointment of PricewaterhouseCoopers LLP as the company's independent auditor has been approved. The shareholders have confirmed the amendment to Section 52 of the Company’s By-Law #1. That concludes the formal portion of our meeting. The meeting is adjourned. I'll now turn the call over to Matthijs Glastra for Q&A session.

Thank you, Steve. I would now be happy to take any questions you may have. Please submit your questions in the box titled ask-a-question on the web portal. If you're only dialed in by telephone, please press * and the #1 on your telephone keypad to be placed in the queue. And the operator will unmute your phone line for you to ask your question. Please state your name and organization, if any. Any questions, Robert?

There are no active questions.

All right. Well, there are no questions at this time. Steve?

Thank you, Matthijs. That concludes the meeting. Thank you all for attending and for your continuing interest in Novanta. The meeting is adjourned. It has been already adjourned, I guess.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.