Optimum Communications, Inc. (OPTU) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Altice USA, Inc. Annual Meeting of Shareholders. [Operator Instructions] Please be advised that today's conference may be recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Dexter Goei. Thank you. Please go ahead, sir.

Thank you. Good morning. I'm Dexter Goei, CEO of Altice USA and member of the Board of Directors of the company. It's my pleasure to welcome you to the Altice USA 2020 Annual Meeting of Stockholders. We are holding this meeting via Internet audio webcast where all stockholders of record as of April 13, 2020, are invited to attend. At the direction of Patrick Drahi, Chairman of the Board of Directors of Altice USA, Inc., I will be serving as chair of this meeting today. The meeting will now come to order. We are joined in this meeting by our Board of Directors, members of senior management and our auditors at KPMG. We will now conduct the meeting, and once all the votes are taken, we will adjourn the meeting and answer stockholder questions that have been submitted through the virtual stockholder meeting website. I will now ask [ Mathew Bazley ] as acting secretary for this meeting to discuss the purpose of the matters that will be voted on and to assist with the conduct of the meeting.

Thank you, Dexter. As indicated in the notice of proxy availability and the accompanying documents that were made available beginning on April 29, 2020, to all stockholders of record [ as of ] April 13, 2020, we're here today to consider 3 items: one, the election of the nominees named in the proxy statement as directors to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified; two, the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the current fiscal year; and three, the approval of the amendment and restatement of the company's 2017 long-term incentive plan. Because no director nominations or other stockholder proposals were properly filed in advance of this meeting, the business of this meeting is limited to these 3 matters. The polls for the matters upon which the stockholders may vote at this meeting are now open and will remain open until the business items on the agenda are concluded or until I announce the polls are closed. If you've already voted by mail, telephone or Internet, you do not need to take any further action. Stockholders of record who have not previously voted or who wish to change their earlier vote may now vote by clicking the vote here button on the virtual stockholder meeting web page and following the instructions. If you were voting to the virtual stockholder meeting web page, you must be logged in under your control number that can be found on the notice of proxy availability that we sent to you on or about April 29. We will announce the preliminary results of voting near the end of the meeting, immediately following the preliminary tabulation of voting. I received an affidavit from the company's proxy mailing agent, Broadridge Financial Solutions, certifying that beginning on April 29, the notice of Annual Meeting of Stockholders was sent and the proxy statement, the proxy card and the annual report of the company were made available to all stockholders of record as of April 13, 2020. This affidavit will be incorporated into the minutes of this meeting. [ Kathy Weeden ] will be serving as the inspector of elections for this meeting and has taken the relevant oath of office. As such, I will now ask [ Kathy ] to confirm the presence of a quorum at this meeting.

As of this morning, proxies representing 320,523,220 shares of Class A common stock and 184,557,314 shares of Class B common stock, voted together as a single class on all matters represented -- all matters presented to the stockholders in this meeting, represented -- representing more than 97% of the votes represented by the approximately 598 million shares of the company's outstanding common stock eligible to vote as of the record date, have in fact been received. Therefore, I confirm that we have a sufficient number of shares represented at this meeting to constitute a quorum.

Based on the report from the inspector of elections, I hereby declare that [ a quorum ] exists. As mentioned previously, we have 3 items on our agenda today, and each of these proposals is explained in detail in our proxy statement. Shortly after I present these matters, the polls will be closed. So if you've not already done so, please vote now. The first matter to be voted on by the stockholders is the election of the director nominees. They are: Patrick Drahi, Dexter Goei, Gerrit Jan Bakker, Manon Brouillette, David Drahi, Mark Mullen, Dennis Okhuijsen, Charles Stewart and Raymond Svider. These persons are nominated as directors to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. The Board recommends a vote for the election of each of these nominees on the ballot. The second matter to be voted on by the stockholders is the ratification of the selection of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board recommends a vote for the ratification of the selection of KPMG. The third matter to be voted on by the stockholders is the approval of the amendment and restatement of the company's 2017 long-term incentive plan as disclosed in the proxy statement. The Board recommends a vote for this proposal. This concludes the formal presentation of the proposals. I will now ask [ Kathy ] to provide the voting standard for each of the proposals.

Regarding proposal 1, the election of directors, as an uncontested election, the affirmative vote of a majority of the votes cast for each director nominee at this meeting through the virtual meeting website or by properly executed proxy and entitled to vote on proposal 1 is required to approve the election of the Board -- election to the Board of each director nominee. Regarding proposal 2, the ratification of the selection of KPMG LLP, the affirmative vote of a majority of the shares represented at this meeting through the virtual meeting website or by properly executed proxy and entitled to vote on proposal 2 is necessary to ratify the proposal. Regarding proposal 3, the approval of the amendment and restatement of the company's 2017 long-term incentive plan, the affirmative vote of a majority of the shares represented at [ this meeting ] through the virtual meeting website or by properly executed proxy and entitled to vote on proposal 3 is necessary to ratify the proposal.

Moving on to the tabulation of the votes. If you've not already done so, please make sure to cast your vote as the polls will now be closing. [Voting]

This concludes the business on the agenda for this meeting. The polls are now closed at 9:10 a.m. The votes will now be tabulated, following which we will announce the preliminary results of the voting.

Proposal #1 is the election of directors. Regarding each director nominee, a majority of shares cast for each director nominee was cast in favor of the election of each such director nominee. Proposal #2 is the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Proposal #2 received the affirmative vote of a majority of the shares voting on this matter. Proposal #3 is the approval of the amendment and restatement of the company's 2017 long-term incentive plan. Proposal #3 received the affirmative vote of a majority of the shares voting on this matter.

Thank you, [ Kathy ]. The inspector of elections has indicated that each of the nominees for director received the majority cast for each such director. Based on preliminary results, I therefore declare those persons to be duly elected directors of the company to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. In addition, the inspector of elections reports that each of proposals 2 and 3 have received the affirmative vote of a majority of the shares voting on each matter. Accordingly, based on these preliminary results, I declare that these proposals have been approved. I hereby direct the results of the voting to be incorporated into the minutes of the meeting. The final results of the voting on these proposals will be reported by the company on a Form 8-K that will be filed within 4 business days of today. There being no further business to come before the meeting, the formal part of the meeting is hereby adjourned. I or my colleagues or our auditors or advisers who are participating with us today will answer additional appropriate questions, which can be submitted via the virtual stockholder meeting web page. I will read each question received and ask an appropriate individual to respond. [Operator Instructions] To ensure that we address a variety of topics raised in the questions, we will disregard questions that are duplicative of questions that have already been posed. Further, please note that in order to comply with federal securities laws, we are limited in our ability to respond to questions related to the company's current operations.

Dexter, no questions have been submitted thus far.

I'll give it another minute, [ Matt ], and if not, we'll conclude.

Okay.

Well, that concludes our Q&A session. Ladies and gentlemen, thank you very much for attending this year's Annual Meeting of Stockholders and for your continued interest and support of Altice USA, Inc. Have a good day. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.