Novanta Inc. (NOVT) Earnings Call Transcript & Summary

Good day. Thank you for standing by, and welcome to the Novanta Inc. Annual Meeting of Shareholders. [Operator Instructions] I would now like to hand the conference over to your host today, Mr. Steve Bershad, Chairman of the Board of Novanta. Mr. Bershad, the floor is yours.

Thank you, operator, and good afternoon. I'm Steve Bershad, Chairman of the Board and Chairman of today's meeting. Welcome to our 2021 Annual Meeting and Special Meeting of Shareholders. 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 this webcast with us today. The other members of the Board here today are Matthijs Glastra, our Chief Executive Officer; Lonny Carpenter, Deborah DiSanzo, Brian King, Ira Lamel, Maxine Mauricio, Katherine Owen and Tom Secor. Our Director Nominee, Andy Wilson, is also with us today as are Robert Buckley, our Chief Financial Officer; and Brian Young, our Chief Human Resource Officer. I'd like to introduce Richard Carvalho of PricewaterhouseCoopers and the company's independent auditor, who will be available to respond to appropriate questions.

Good afternoon. I'm Matthijs Glastra, Chief Executive Officer of Novanta. I would like to take a moment to recognize that this is Steve's final shareholder meeting as a chairperson of the Board. We're extremely grateful for Steve's leadership and dedicated service over the last 11 years. Steve has been a great mentor to me personally, and his contributions to Novanta will have a lasting impact. And I'm thrilled that Steve will stay connected to the company. In recognition of his extensive contributions to the company, the Board of Directors has appointed Steve Chairman Emeritus, effective after this meeting. This is very well deserved, and I'm excited to continue to partner with Steve in this new role. So Steve, I'll turn it back to you.

Well, thank you, Matthijs, for the very kind and generous words. But from my end, it's been a great few years at Novanta, and I couldn't have asked for a better team to work with. At the end of the day, Novanta is its people and whatever has been accomplished in developing and implementing our strategic vision over these years is all due to the people who make up Novanta today. You and your leadership team have built an industry-leading organization founded on all the right values. While I'm sad to be leaving the Board after all these years, I'm gratified that the current slate of directors is the most talented, capable and diverse group of professionals we've ever had at Novanta, and I'm proud to have been a part of the process that brought us here. I'm confident that I'm leaving the company in the best possible hands and that you are well positioned to succeed and thrive in many years to come. Now I'd like to call the meeting to order. The polls are open for voting on all matters before the meeting. If you are a registered shareholder of record or a duly appointed proxy holder 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've 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, and please review those rules of conduct carefully. Note that any registered shareholder of record and duly appointed 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. [Operator Instructions] If you're a shareholder of record and have any matter that you would like to discuss prior to 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 site. Otherwise, we'll 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 from an Officer of Broadridge Financial Solutions stating that the notice of the meeting and the management's proxy circular, and a form of proxy have been sent to each shareholder and each director and independent auditors of the company. The secretary of the meeting will keep a copy of the affidavit with the minutes of the meeting. A complete list of the holders of record of the outstanding shares of the company on March 31, 2021, the record date for the meeting, is available on the virtual shareholder meeting website for shareholders' review. Only those holders of record or duly appointed proxy holders will be able to vote at the meeting today. At this time, I'd like to introduce Jeri Trotter and Alicia Mohammed of Broadridge Financial Solutions. The Board of Directors has appointed Broadridge to act as scrutineers at today's meeting. Ms. Trotter and Ms. Mohammed's function is to decide upon qualification of voters and accept their votes and when balloting on all measures is completed, to tally the final votes. Robert, would you please read the Scrutineer's report on the existence of a quorum?

Thank you, Steve. I've been informed by the Scrutineer that 33,637,262 million of the 35,384,123 common shares outstanding on the record date are present in person or represented by proxy, which represents approximately 95.06% 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. I declare this meeting to be duly constituted for the transaction of business. Before we proceed with the 6 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, 2020, and the auditor's report for 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 6 items to be considered at this -- by the shareholders at this meeting. And the first item of business today is the election of directors of the company. The Board of Directors has nominated Lonny Carpenter, Deborah DiSanzo, Matthijs Glastra, Brian King, Ira Lamel, Maxine Mauricio, Katherine Owen, Tom Secor and Andy Wilson to serve as directors for the term expiring on the date of the 2022 Annual Meeting. As there are no further nominations, 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 Inc. approve, on an advisory basis, compensation of all named executive Officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, compensation tables and narrative discussions set forth in the management proxy circular. Third item of business today is the approval of the amended and restated Novanta 2010 Incentive Award Program -- were planned as amended by the company's proxy supplement filed on April 20, 2021. The fourth item of business today is the appointment of PricewaterhouseCoopers LLP as the company's independent auditor to serve until the date of the 2022 Annual Meeting of Shareholders. The fifth item of business is the confirmation of the company's amended and restated bylaws Number 1. The sixth item of business today is the approval of the revised special resolution included in Schedule E of the company's proxy statement filed on April 26, 2021, that approves the -- an amendment to the company's articles to authorize up to 7 million blank check preferred shares. In light of the virtual nature of the meeting, we will proceed with the voting by ballot and you do not need to vote if you've already sent in your signed proxy or voted on the Internet by telephone. Mr. Buckley's ballot will reflect the stated voting intention of those shareholders who have named him and Mr. Glastra as their proxies. As a reminder, only shareholders of record or duly appointed proxy holders are able to vote at today's meeting. If you're a shareholder of record or a duly appointed proxy holder and wish to vote or would like to change your vote, please do so by clicking Vote Here button on the web portal following -- and follow the instructions. The polls will close in 10 seconds, and you will not need to vote electronically if you've already sent in your signed proxy, or if you've voted by telephone or via the Internet.

Polls are now closed.

I have received the preliminary report of the Scrutineer. Based on the preliminary report, Mr. Carpenter, Ms. DiSanzo, Mr. Glastra, Mr. King, Mr. Lamel, Ms. Mauricio, Ms. Owen, Mr. Secor and Mr. Wilson have been elected a director of the company. The shareholders have approved, on an advisory basis, the compensation of the company's named Executive and the amended and restated November -- Novanta 2010 Incentive Plan as amended has been approved. The appointment of PricewaterhouseCoopers LLP the company's independent auditors is approved. And shareholders have confirmed the company's amended restated bylaw Number 1. The shareholders also approved the special resolution to approve the amendments to company's articles to authorize up to 7 million blank check preferred shares. This concludes the formal portion of our meeting, and therefore, this meeting is adjourned. I'll now turn it over to Matthijs Glastra for a Q&A session.

Thank you, Steve. I would now be happy to take any questions you may have. [Operator Instructions] There are no questions at this time. Steve?

Well, that concludes our meeting. I want to thank you all for attending and for your interest in Novanta. As we have received a nomination -- wait now, let me...

That's it?

Meeting is adjourned. Again, thank you.

And this concludes the meeting. You may now disconnect.