Ormat Technologies, Inc. (ORA) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Ormat Technologies. Please note that today's meeting is being recorded. During the meeting, we will have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Isaac Angel. Mr. Angel, the floor is yours.

Thank you very much, Doug. Good morning, ladies and gentlemen. I want to welcome you all to the 2020 Annual Meeting of Stockholders of Ormat Technologies, Inc. I'm Isaac Angel, Chief Executive Officer of Ormat Technologies, Inc., and I will act as Chairman of this meeting. In light of developments regarding the COVID-19 and in consideration of medical and governmental recommendations limiting the number of persons that may gather at public events, this is a virtual meeting conducted via live audio webcast. At this time, I will call the meeting to order. There are 3 items of business on today's agenda: One, the election of 10 director nominees; two, the ratification of the appointment of the company's independent auditor for the fiscal year ending December 31, 2020; three, the approval of, on advisory basis, of -- on the compensation of our named executive officers. Also present at the meeting live online are our directors: Byron Wong; Ravit Barniv; Dan Falk; David Granot; Dafna Sharir; Stanley Stern; Doron Blachar, our President; Assaf Ginzburg, our Chief Financial Officer; Hezi Kattan, our General Counsel and Chief Compliance Officer, who will act as the secretary of this meeting; and Etty Rosner, our Corporate Secretary. American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as an inspector of these elections. Eitan Glazer, who is the partner at Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, is also present at the meeting. Doron Blachar, Hezi Kattan, Etty Rosner and I have been appointed as proxies on behalf of the Board of Directors for today's annual meeting. Before we begin with the items to be voted on the meeting, I'd like to thank to Todd Freeland and Yuichi Nishigori for all of their years of service and hard work on behalf of the company. Instructions on rules of conduct and procedures. We will conduct the formal part of the meeting. And once the votes have been taken and polls are elected, the tabulated votes will be reported, concluding the formal part of the meeting. Thereafter, we will try to answer appropriate questions from stockholders that are submitted during the meeting. Eitan Glazer, the representative from our registered public accounting firm, will also be available to answer appropriate questions. [Operator Instructions] The polls for the -- each matter upon which stockholders will vote at this meeting opened at 9:30 a.m. Eastern Time this morning and will remain open until announcement that polls are closed. Proof of Notice of Meeting. The Board of Directors set at April 6, 2020 as the record date for the stockholders meeting. The secretary will present the affidavit of mailing of the Notice of Meeting and the accompanying proxy materials and annual report.

Mr. Chairman, I present the affidavit of mailing of Ormat Technologies, Inc., which states that mailing of the notice meeting and accompanying proxy materials and annual report commenced on April 22, 2020 to those individual who are stockholders of record as of April 6, 2020, the record date for stockholders entitled to vote at this meeting which is in accordance with the bylaws of the company. A copy of the Notice of Meeting and the affidavit of mailing will be incorporated into the minutes of this meeting.

Proxies [ existence of quorum ]. Our first order of business at this meeting is to determine whether the shares that are presented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transaction business. Secretary, do you have a report?

Yes, I do. The stockholders list shows that holders of 51,035,718 shares of common stock of corporation are entitled to vote at this meeting. We are informed by American Stock Transfer that there were -- that are represented in person, online or a proxy a majority of the outstanding shares, namely 45,358,339 shares of common stock entitled to vote at this meeting.

Thank you. Because holders of a majority of the outstanding shares entitled to vote at this meeting are present in person, online or by proxy, I declare this meeting to be duly convened for purpose of transaction such businesses as may properly come before it. Proposals and discussion. If you have already given your proxy to management, you need not vote online since the persons designated as proxies will vote for you as indicated in the proxy cards. However, you may revoke your proxy by voting online during the meeting if you so desire. If you have not voted or if you want to change your vote, you may do so now online. [Voting]

The approval of proposal is a proposal to elect each of the 10 director nominees for directors, requiring a majority of the votes cast by the holders of our common stock. The approval for proposal 2. The proposal to ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020 requires a majority of votes present in person or represented by proxy and entitled to vote on this proposal. With respect to proposal 3, the proposal to approve the compensation paid to the company's named executive officers, stockholders votes are advisory and will not be binding upon our Board of Directors. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. The proposal requires a majority of votes present in person or represented by proxy and entitled to vote on this proposal. I will now present each proposal. Only each proposal has been -- once each proposal has been presented by -- for consideration, I will declare the polls for all proposals closed. The first matter to be voted on is proposal #1, the election of each of the 10 director nominees as directors of the company. The Board of Directors has recommended that stockholders for vote -- stockholders vote for the election of each of director nominees. The second matter to be voted is proposal #2, a proposal to ratify the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors has recommended that stockholders vote for the ratification of Kesselman & Kesselman as our independent registered public accounting firm for 2020. The third matter to be voted on is proposal #3, the proposal to approve, in a nonbinding advisory vote, the compensation paid to the company's named executive officers. The Board of Directors has recommended that stockholders vote for the approval of the compensation paid to our named executive officers. The polls for each of the proposals to be considered are now closed. All ballots and proxies have been submitted to the inspector, and this concludes the business items on the agenda for this annual meeting. I, as the Chairman of the meeting, recognize the votes of the proposals represented by the proxies solicited by the Board of Directors. The votes will now be tabulated. After which, we will announce the results of the voting. I now ask the secretary to report the preliminary results of the voting.

Results of voting. We have been informed by the inspector of election that the ballots have been counted and that the majority of the votes cast voted to elect Isaac Angel, Albertus Bruggink, Ravit Barniv, Dan Falk, David Granot, Stan Koyanagi, Dafna Sharir, Stanley Stern, Hidetake Takahashi and Byron Wong to the Board of Directors of the company, and that accordingly, these directors nominee have been duly elected as directors of the company to serve for the term expiring on the date of the company's 2021 annual meeting and until their successors have been duly elected and qualified. We have been further informed by the inspector of election that the majority of the shares of our voting stock entitled to vote present at this meeting, in person or represented by proxy, voted for the ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent auditor of the company for the fiscal year ending December 31, 2020, and that accordingly, the ratification of the appointment of Kesselman & Kesselman has been approved. We have been further informed by the inspector of election that the majority of the shares of our voting stock entitled to vote present at this meeting, in person or represented by proxy, voted for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K, and that accordingly, the compensation of our named executive officer has been approved. The inspector of election will file his report with respect to the results of the final voting in the minutes of this meeting. That concludes the formal business of the meeting.

I want to thank you for attending today's meeting. Since there is no further business to come before the meeting, it is adjourned.

Ladies and gentlemen, this concludes the meeting. You may now disconnect, and have a pleasant day.