NRC Health (NRC) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for National Research Corporation. Our host for today's call is Kevin Karas, Chief Financial Officer. [Operator Instructions] I'll now turn the call over to your host. Mr. Karas, you may begin, sir.

Thank you, and good afternoon, everyone. I'm Kevin Karas, Chief Financial Officer, Treasurer and Secretary of National Research Corporation. And on behalf of our company, I want to welcome you to our 2020 Annual Meeting of Shareholders. We're pleased to have each of you in virtual attendance. Before we begin the business portion of this meeting, I would like to introduce the Board members in attendance today, Mike Hays, CEO of National Research Corporation; Donald Berwick, President Emeritus and Senior Fellow and Former President and CEO of the Institute of Health Care Improvement and lecturer at the Department of Health Care Policy at Harvard Medical School; JoAnn Martin, Vice Chair of the Board of Ameritas Mutual Holding Company, Ameritas Holding Company and Ameritas Life Insurance Company; and John Nunnelly, our Lead Director and retired Group President, McKesson Corporation. Representatives of KPMG, our independent registered public accounting firm, are also present. Serving as inspector of elections for today's meeting is Mark Scudder. This meeting is now formally called to order. Let me ask Mark whether proper notice was given for this meeting and whether a quorum is present.

Thanks, Kevin. Yes, I have in my possession a list of shareholders entitled to vote at this meeting and an affidavit of service of notice of the meeting certifying that the notice of meeting, proxy statement and annual report were properly mailed to those shareholders. The shareholders' list and the notice of meeting are available for inspection. With respect to determination of a quorum that are present at the meeting, in person or by proxy, approximately 93.8% of the total number of shares of common stock entitled to be cast as of the March 20, 2020, record date for this meeting, this constitutes a quorum under the bylaws of NRC.

Thank you. Since a quorum is present, this meeting will therefore proceed. The first item of business is the election of one director to the Board of Directors. JoAnn Martin is nominated as a director to serve until the 2023 Annual Meeting of Shareholders and until her successor is duly elected and qualified. I hereby declare the nominations closed. The second item of business is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year 2020. The third and final item of business is the advisory vote to approve the compensation of the company's named executive officers. Let me now ask Mark for a report on the votes.

On the election of JoAnn Martin to serve as a director until the 2023 Annual Meeting of Shareholders and until her successor is duly elected and qualified, she received over a plurality of the votes cast at this meeting. On the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2020, the proposed -- the proposal received the vast majority of the votes of shares of common stock represented and voted at the Annual Meeting. And on the advisory vote to approve the compensation of the company's named executive officers, the proposal also received the vast majority of the votes and shares of common stock represented and voted at the meeting. In each case, the matters proposed received in excess of 98%.

Thank you, Mark. Based on the voting, the director nominee has been properly elected. The shareholders have ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for 2020. And the shareholders have, on an advisory basis, approved the compensation of the company's named directive officers -- named executive officers. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. That completes our official business agenda for today. I now declare the business portion of the meeting adjourned. At this time, no questions have been submitted, so I now declare the meeting adjourned. Operator, we are finished.

This now concludes the meeting. Thank you for joining, and have a pleasant day.