Owens Corning (OC) Earnings Call Transcript & Summary

Good day, and welcome to the Owens Corning Annual Meeting of Stockholders. I would now like to turn the conference over to Mike Thaman, Chairman of the Board. Please go ahead.

Thank you, and good morning, ladies and gentlemen. I'm pleased to welcome you to the 2020 Owens Corning Annual Meeting of Stockholders. We are holding this year's meeting virtually via web portal. We sit here today in a different environment as a result of the unprecedented COVID-19 pandemic. And before I begin, I want to pass my thoughts and best wishes to those affected by this disease and those suffering from its social and economic impact. I now call the meeting to order. I'd like to begin by introducing several individuals who are attending today: Ava Harter, Owens Corning's Senior Vice President, General Counsel and Secretary, who will be acting as the secretary of this meeting; [ Patricia Hoffman ] of Broadridge Financial Solutions, who is the inspector of the election. My fellow members of the Owens Corning Board of Directors are attending, including Brian Chambers, Eddie Cordeiro, Deanie Elsner, Brian Ferguson, Ralph Hake, Ed Lonergan, Maryann Mannen, Howard Morris, Suzanne Nimocks and John Williams. Finally, I would like to introduce Scott Schueller of PricewaterhouseCoopers, our independent registered public accounting firm. Now I would like to propose -- I would like to proceed with the agenda for the meeting. The inspector of elections has reported to me that at least 95 million shares representing 89% of the common stock of the company are represented at this meeting. Accordingly, a quorum is present, and the meeting may proceed. The time is 10:02 on April 16, 2020. I now declare the polls open. Ava Harter will now report on the distribution of the notice of the meeting and proxy materials.

Thank you, Mike, and welcome, everyone. Thank you for joining us today at our first virtual meeting of stockholders. As the world comes together to fight the COVID-19 pandemic, we remain steadfast in our support of our colleagues, customers, partners and the communities in which we live and work. Further, as part of our unconditional commitment to safety and in compliance with social distancing and various mandates, we are conducting a virtual meeting of stockholders this year. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. For more information about asking questions, please consult our rules of conduct, which are available on the web portal for this meeting and on our website at www.owenscorning.com/proxy. Broadridge has certified that the notice of this meeting and related proxy materials were duly distributed. The certification, notice and proxy materials will be filed with the minutes of the meeting.

Thank you, Ava. Now I will present the matters to be voted upon. Please note that we've allotted time to answer shareholders' questions -- stockholders' questions on the proposals that all proposals have been presented. The first item is the election of directors. The 10 directors noted as nominees in the proxy statement are to be elected for a term expiring at the Annual Meeting of Stockholders in 2021. No other nominations have been received in accordance with the bylaws, and the nominations are now closed. The second item on the agenda is the ratification of the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for fiscal year 2020. The next item on the agenda is to approve on an advisory basis a resolution approving named executive officer compensation. The final item on the agenda is to approve the amended and restated Owens Corning employee stock purchase plan. Now we would like to open things up for the stockholder questions and comments. We are reviewing any stockholder questions that were entered today on the web portal. Please note, we will attempt to answer as many questions as time allows but only questions that are appropriate under our rules of conduct. We will prepare a transcript of the questions asked and answered during this meeting and make it available on the website afterward. If possible, please include contact information when you ask a question. This will allow us to follow up individually with stockholders for questions that we weren't able to answer. I will take a brief pause now to review any questions.

A stockholder has asked the following question: Mr. Chairman, the Carpenters Union Pension Funds with combined assets of $70 billion has a collective ownership of 289,000 shares of Owens Corning common stock. First, as long-term investors, we'd like to express our appreciation to the Board and management team for its work to address the challenges posed to investors and employees by the coronavirus pandemic. The proxy statement indicates the Board oversees the company's strategy. Could you speak to the specific role the Board plays in the development of the company's long-term strategic plan and monitoring the effective execution of the plan? Thank you. Well, first of all, I appreciate the positive feedback on the diligent efforts of the management team to work through what's a very difficult period of time for our company and our employees. I think Owens Corning's commitment to safety and our commitment to the health and safety of our employees is a long-standing value of Owens Corning. And I think it served us well in this very difficult and chaotic time, and the company has put the safety of our employees at the forefront of our response to the coronavirus epidemic. Specific to your question about the Board's oversight to strategy, yes, in fact, the Board has an important responsibility in terms of its oversight to the strategy of the company. A couple of things that we do in this regard is one of the things in our Board selection criteria is we look at a set of Board member skills and attributes that would give them the experiences and the background that would allow them to be valuable to the company in the evaluation and oversight to strategy development and strategy execution. Further to that point, the management team employs a disciplined process of looking at near-term business results as well as longer-term projections and reviews those regularly with the Board. And the Board has the opportunity to both challenge and provide oversight to those estimates of future results as well as the action plans and activities required to achieve that. And I think that's a source of constant discussion in the Board room between the Board and management. I hope that answer was responsive and sufficient to what you were looking for. We do have one additional question, but we're going to take that question off-line and respond directly to the shareholder because while it's a good question, it's not actually germane to the agenda of today's meeting. So with that, we'll go back on to the agenda of the meeting.

The time is now 10:07 a.m. on April 16. I now declare the polls closed. Ava, please report on the results of the voting.

Thanks, Mike. I've been advised by the inspector of election that based on a preliminary tabulation of the votes, each of the 10 nominees for director of the company, Brian Chambers, Eduardo Cordeiro, Adrienne Elsner, J. Brian Ferguson, Ralph Hake, Edward Lonergan, Maryann Mannen, W. Howard Morris, Suzanne Nimocks and John Williams, has received a majority of the votes cast to serve for a term expiring at the 2021 Annual Meeting. Based on a preliminary tabulation of the votes, a majority of the votes cast have also been voted in favor of the proposal to ratify the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for fiscal year 2020, the proposal to approve on an advisory basis named executive officer compensation and the proposal to approve the amended and restated Owens Corning employee stock purchase plan. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you, Ava. I'd like to thank our shareholders for their participation in today's meeting and for their votes. As many of you may know, I'm retiring as Chair, and Brian Chambers, Owens Corning's CEO, will assume the role of Chair following this meeting. It's been my honor to have served this incredible company as its Chair for so many years. And though it will be difficult to say goodbye to friends and colleagues, I have full confidence that Brian will continue to lead the Board with unyielding integrity and dedication to the best interest of the company and its stakeholders. As I began the meeting, I will close by extending my best wishes to you, your families and your colleagues during this difficult time. There being no further business, this meeting is adjourned. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.