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

Hello, and welcome to the 2022 Ormat Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Isaac Angel, Ormat's Chair-Chairman of the Board. Isaac, the floor is yours.

Thanks a lot. Good morning, ladies and gentlemen. I want to welcome all of you to the 2022 Annual Meeting of Stockholders of Ormat Technologies, Inc. My name is Isaac Angel, and I will act as the Chairman of this meeting. In order to provide greater access and convenience to our shareholders and in light of the continued impact of the coronavirus pandemic, this is a virtual meeting conducted via live audio webcast. At this time, I call the meeting to order. First, let me state that we welcome your questions and comments regarding this meeting. Should you wish to submit question, please click on the messaging icon on the top left side of your screen, type your question in the text box and click the send icon to write off the text box. Please note that in the interest of all shareholders, we will only address those questions that are pertinent to the business of the meeting and have limiting number of questions by each shareholder to one. There are 4 items of business on today's agenda: one, the election of 9 director nominees to the company's Board of Directors to hold office until the 2023 Annual Meeting of Shareholders; two, the ratification of 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, 2022; three, the approval of an advisory basis of the compensation of the company's named executive officers; and four, the approval of the amendment and restatement of the company's 2018 incentive compensation plan to increase the total number of shares underlying awards that may be granted to officers, directors and employees, adjust the fungible share ratio and implement a 1-year minimum vesting requirement. Also presented at the meeting online are our director nominees, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley Stern, Hidetake Takahashi, and Byron G. Wong; our Chief Executive Officer, Doron Blachar, our Chief Financial Officer, Assaf Ginzburg, our General Counsel and Chief Compliance Officer; Jessica Woelfel, who will act as Secretary of the meeting and, our Corporate Secretary, Ehud Ben Yemini. American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as an Inspector of Election. Eitan Glazer with a partner at Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited is also present at the meeting. Doron Blachar, Assaf Ginzburg and Ehud Ben Yemini 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 take a moment to thank Albertus Bruggink and Dan Falk for their years of service and hard work as Board members on behalf of the company. Thank you, Bert, and Dan. The agenda and rules of conduct for today's meeting are available on the virtual meeting quarter. To access and view this document, please click on the documents on icon on the top left side of your screen and click on the rule of conduct file to view. In order to conduct an orderly and productive meeting, we asked everyone invited by these rules. We will conduct a formal part of the meeting first. And once the works have been taking and pools are closed, 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 submitting during the meeting. The polls for each matter upon which stockholders will vote at this meeting opened at 10:00 Eastern Time this morning and will remain open until an announcement that the polls are closed. The Board of Directors set April 8, 2022 is 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. Jessica, please?

Mr. Chairman, I present the affidavit of mailing of Ormat Technologies, Inc., which states that mailing of the notice of meeting and accompanying proxy materials and annual report commenced on April 22, 2022, to those individuals who were stockholders of record as of April 8, 2022, the record date for stockholders entitled to notice of 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.

Thanks, Jessica. Our first order of business at this time is to determine whether the shares represented at the meeting, either in person or by proxy are sufficient to constitute a quorum for the purpose of transaction of the business. Secretary, do you have a report?

Yes, I do. The stockholders list as of April 8, 2022 shows that holders of 56,081,769 shares of common stock of the company are entitled to vote at this meeting. We are informed by American Stock Transfer & Trust Company that they are present in-person, online or by proxy holders entitled to vote, a total of 40,093,595 shares, representing a majority of the outstanding shares of common stock entitled to vote at this meeting. Isaac?

Thanks a lot, Jessica. 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 by purposes of transacting business as may properly come before it. If you have already given your proxy to management, you need not to vote online since the person designated as proxy will vote for you as indicated in the proxy cards. However, you may revoke your proxy by voting online during the meeting if you desire. If you have not voted or if you want to change your vote, you may do so now online. The approval of Proposal 1, as proposal to elect each of the 9 director nominees for Director, requires the affirmative vote of holders of the majority of the votes cast for the election of each director nominee. The approval of proposal 2, it proposes to ratify the appointment of Kesselman & Kesselman, a member firm PricewaterhouseCoopers International Limited, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022, requires the affirmative votes of the holders of a majority of the voting power present in person or represented by proxy and entitled to vote on this proposal provided that the total votes cast represent over 50% of our shares of common stock entitled to vote on this proposal. With respect to Proposal 3, a 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 world when considering future executive compensation arrangements. The proposal requires the affirmative vote of the holders of a majority of the voting power present in person or represented by proxy and entitled to vote on this proposal provided that the total votes cast represented over 50% of all shares of common stock entitled to vote on this proposal. The approval of proposal 4, a proposal to approve the amended and restating of Ormat Technologies Incorporated 2018 incentive compensation plan requires the affirmative vote of the holders of a majority of the voting power present in person or represented by proxy and entitled to vote on this proposal, provided that total votes cast or represent over 50% of all shares of common stock entitled to vote on this proposal. Before the proposal are presented, the company will address pertaining questions and comments related to proposals submitted by stockholders.

No questions have been submitted at this time. So we can move to the next item.

Thanks, Jessica. I will now present each proposal. Once each proposal has been presented 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 9 director nominees to serve as directors of the company until 2023 Annual Meeting of Stockholders. The Board of Directors has recommended that stockholders vote for the election of each of the director nominees. The second matter to be voted on 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, 2022. The Board of Directors has recommended that stockholders vote for the ratification of Kesselman & Kesselman as our independent registered public accounting firm for 2022. The third matter to be voted on is proposal 3, is a 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 fourth matter to be vote on is Proposal 4, a proposal to approve the amendment and restatement of the company's 2018 incentive compensation plan to increase the total number of shares underlying awards that may be granting to officers, directors and employees, adjust the fungible share ratio and implement a 1-year minimum vesting requirements. The Board of Directors have recommended that stockholders vote for the approval of the amendment and restated 2018 incentive compensation plan. 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 Chairman of the meeting, recognize the votes on the proposals presented by the proxy solicited by the Board of Directors. The votes will now be tabulated. After which we will announce the results of the voting. Jessica, will you please report the preliminary results of the voting.

Thank you, Isaac. We have been informed by the inspector of elections that the ballots have been counted and that a majority of the votes cast voted to elect Isaac Angel, Karin Corfee, David Granot, Michal Marom, Mike Nikkel, Dafna Sharir, Stanley Stern, Hidetake Takahashi and Byron Wong to the Board of Directors of the company and that accordingly, these Director nominees have been duly elected as directors of the company to serve for the term expiring on the date of the company's 2023 annual meeting and until their successors have been duly elected and qualified. We have been further informed by the inspector of election that a 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 of the firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the company for the fiscal year ending December 31, 2022, 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 a 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 officers has been approved. Further, we've been informed by the inspector of election that a 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 of the amendment and restatement of the company's 2018 incentive compensation plan and that accordingly, the amended and restated 2018 incentive compensation plan 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.

Thanks a lot, Jessica. At this time, the company will address any additional questions and comments submitted by stockholders. Are there any questions or comments?

No questions or comments have come in.

Thanks again. That concludes the formal business of the meeting. I want to thank you for attending today's meeting and for your continued support of Ormat Technologies. Since there is no further business to come before the meeting is hereby adjourned. Thanks a lot.