Orion Group Holdings, Inc. (ORN) Earnings Call Transcript & Summary

Good day, and welcome to Orion Group Holdings, Inc. Annual Meeting of Stockholders. I would now like to introduce the first presenter, Austin Shanfelter.

Good morning. Welcome to the 2001 (sic) [ 2021 ] Annual Meeting of Stockholders for Orion Group Holdings, Inc. I am Austin Shanfelter, the Chairman of the Board of Directors, and I will be presiding over this meeting. At this time, I call the meeting to order. If you have not yet viewed a copy of the agenda and rules of contact -- conduct, please refer to the documents attached to the viral (sic) [ virtual ] stockholder meeting. Present today are 6 other Directors: Thomas Amonett, Michael Caliel, Richard Daerr, Margaret Foran, Mary Sullivan and Mark Stauffer. Mark is also the company's President and Chief Executive Officer. Also present today are Robert Tabb, the company's Executive Vice President and Chief Financial Officer and Treasurer; and Pete Buchler, the company's Executive Vice President, General Counsel and Chief Administrative Officer and Secretary. Mr. Buchler will act as the secretary and timekeeper of the meeting. The Board of Directors has appointed Rhoda Anderson of Broadridge to act as the inspector of elections. Ms. Anderson has previously taken the oath of the inspector of elections. And also in attendance are [ Ian Rudy ], Partner; Jason Rash, Partner; and Jay Calimag, Senior Manager, each whom represent KPMG LLP, the company's registered independent outside director (sic) [ auditor ]. During the question-and-answer period at the end of the meeting, [ Ms. Rony ] and Messrs. Rash and Calimag will be available to answer questions concerning the company's financial conditions. Ms. Anderson and [ Ms. Rudy ], Mr. Rash and Mr. Calimag are also participating via virtual technology. The rules of conduct. You will be able to view a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask the participants to follow the rules. As stated in the rules of conduct, stockholders will not be able to address the meeting until recognized. Should you desire to ask a question or speak during the meeting, please do not post your question using your online screens. After being recognized, please identify yourself and your status as a stockholder or proxyholder and ask your question. Please limit the remarks as stated in the rules of conduct. As noted in the notice of proxy statement given to you, the record date for the voting of the meeting was closed as of business, March 29, 2021. A list of registered stockholders on record date can be made available, and the secretary has delivered an affidavit of mailing showing that notice of the meeting was given. A copy of both notice and affidavit will be incorporated into the minutes. The secretary will now report on the presence of a quorum at the meeting.

Stockholder list shows that the holders of 29,701,525 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector of elections that there are represented online, in person or by proxy, 24,341,517 shares of common stock, or approximately 82% of all shares entitled to vote at this meeting.

Based upon the percentage of the total shares of the company held by holders of record now present online at the meeting, either in person or by proxy, a quorum has been present. This meeting is now duly convened for the purpose of transacting business properly before it. The next order of business is a description of matters properly brought before the meeting. No shareholders' proposals, timely or otherwise, have been received or for consideration at this meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed. The first items of business today are the election of 2 Class II Directors each for service for a 3-year term expiring in 2024 Annual Meeting. The Directors elected today will hold office until the applicable date of the Annual Meeting of Shareholders, and until a successor is duly elected and qualified. The nominees are listed in your proxy materials and on the agenda. The Board of Directors of the company recommend the election of Messrs. Caliel and Daerr each for -- each elected as a Class II Director. There are no other nominees recommended by the Board of Directors of the company. Accordingly, all nominations are closed. Does anyone have any questions concerning the proposal?

There are no questions at this time.

Since there are no further questions, I make a motion to elect Richard Daerr and Michael Caliel as Class II Directors to serve until the 2024 Annual Meeting or until individual's earlier death, resignation or removal. Is there a second?

I second the motion.

Voting will commence after all proposals have been presented. We will now move on to proposal 2. The second item of business today is the approval of the compensation of our Chief Executive Officer and 2 other named executive officers as disclosed in this year's proxy statement. This proposal, known as say-on-pay proposal, is required under Section 14A of the Securities and Exchange Act of 1934 as amended and gives the company's stockholders the opportunity on an advisory basis to approve or not approve compensation of named executive officers throughout the resolution found in our proxy materials. The Board of Directors of the company recommend that you vote for the approval of executive compensation proposal. Does anyone have any questions concerning this proposal?

There are no questions at this time.

As there are no further questions, I make the motion to approve the compensation of our executive officers and the 2 named executive officers. Is there a second?

I second the motion.

Voting will commence after the proposals have been presented. We now move on to proposal #3. The third item of business today is to approve the appointment of KPMG LLP as the independent registered public accounting firm as the company's outside independent auditors for 2021. The Board of Directors of the company recommend that you vote for this proposal. Does anyone have any questions concerning this proposal?

There are no questions at this time.

Since there are no further questions, I make the motion to approve the appointment of KPMG LLP as the company's independent registered public accounting firm for 2021. Is there a second?

I second the motion.

Because no further business is on the agenda to come before this meeting today, we will move to voting. If you have already provided your proxy card, your shares will be voted accordingly. If you will be voting today, the online polls will be open momentarily. Voting will proceed after I declare the polls are open. You will be given time to complete and submit your online ballots to the inspector of elections. The polls are officially open. It is 10:10 a.m., May 20, 2001 (sic) [ 2021 ]. Polls are now open. [Voting]

While you are completing your vote, I will ask Mark Stauffer, President and Chief Executive Officer of the company, to make a few brief reports about the company.

In the interest of time, we will forgo the presentation.

Thank you, Mark. If you have not already done so, please submit your ballot online to the inspector of elections. [Voting]

I declare the polls now closed. It is 10:11 a.m. Central time, May 20, 2001 (sic) [ 2021 ], and I ask the inspector of election to collect and tabulate the ballots. Has the inspector of elections collected the ballots?

Yes, she has.

Will the secretary of the meeting please report?

The inspector of elections has informed us that the ballots have been collected. I will now announce the preliminary results of the voting, with the official results to be reported in the company's quarterly report on Form 10-Q for the fiscal year ending June 30, 2021. With regard to proposal #1, the preliminary voting shows that 17,690,552 shares of common stock or approximately 96.95% were voted in favor of Michael J. Caliel being elected to serve on the Board of Directors for a 3-year term or until his earlier death, resignation or removal. And 17,011,339 shares of common stock or approximately 93.22% were voted in favor of Richard L. Daerr, Jr. being elected to serve on the Board of Directors for a 3-year term or until his earlier death, resignation and -- or removal. And with regard to proposal 2, the preliminary voting shows that 17,713,811 shares of common stock or approximately 96.9% were voted in favor of the approval of compensation for the 3 named executive officers. With regard to proposal 3, the preliminary voting shows that 24,062,281 shares of common stock or approximately 99.88% were voted in favor of the appointment of KPMG LLP as the company's independent auditors for 2020 (sic) [ 2021 ].

In view of the report of the inspector of election, I declare that Michael J. Caliel, Richard L. Daerr, Jr. have been elected to serve on the Board of Directors each for a 3-year term or until the individual's earlier death, resignation or removal. I declare that the compensation for the 3 named executive officers has been approved. And I also declare the ratification of KPMG LLP as the appointed company's independent auditors for 2021. If there are no -- if there is no further official business to come before the meeting, I motion for adjournment. Does anybody second?

I second.

You've heard the motion for adjournment of the meeting. All those in favor, say aye.

Aye.

All those opposed, say no. The motion is carried. I declare the meeting to be officially adjourned at 10:14 a.m. Central time, May 20, 2021. We will now proceed with a post meeting questionnaire and question session. I will now open the floor to questions. Please remember to follow the rules of contact -- conduct, excuse me, especially regarding the time limits. If you would like to be recognized, please post your questions or statements using your online screen.

There are no questions at this time.

Our program for today has concluded. Thank you all for attending today's meeting, for your continued support of the company. We look forward to seeing you next year.