Park Aerospace Corp. (PKE) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Park Aerospace Corp. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Brian Shore, Chief Executive Officer and Chairman of Park Aerospace. Brian, the floor is yours.

Thank you. Thank you, operator. Good morning, everybody. This is Brian, of course. I have with me Gus Petropoulos, who's our Senior Vice President and General Counsel, and Gus will act as secretary of the meeting. Also on the line is Matt Farabaugh, our Senior Vice President and CFO. So unfortunately, we're doing this meeting virtually, and I apologize for that. Based upon all the travel restrictions and everything else going on, it just wasn't possible to have our normal annual meeting, which we've done for many, many years and we actually look forward to. We like meeting our shareholders in person, the ones who choose to come. So unfortunately, we can't do it this year, but hopefully we'll see you in person next year. Also, we're not doing any business update during this meeting. No presentation. So if you're interested, though, in a business update, what you might want to do is listen to the replay of the first quarter conference call that took place on July 9. You could pick that up on our website, if you haven't done that already. And of course, if you ever have any questions, just feel free to give us a call based upon our business. So okay, that having been covered, why don't we turn over to Gus, who will take us through the formal process of the annual meeting? Go ahead, Gus.

Thank you, Brian. The 3 items of business on the agenda for this meeting are: one, the election of 5 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified, subject to earlier resignation, retirement or other termination of service; two, the approval on an advisory, nonbinding basis of the compensation of the named executive officers; and three, the ratification of the appointment of CohnReznick as the company's independent registered public accounting firm for the fiscal year ending February 28, 2021. The Board recommends that you vote for each nominee for director and for the other 2 proposals. The notice of meeting was mailed on or about June 18, 2020, to all shareholders of record on June 5, 2020, and we have an affidavit to that effect from Computershare, our transfer agent. Copies of the proxy statement and annual report are available using the Annual Meeting Materials link on the lower left of the screen. The agenda for this meeting as well as the certified list of shareholders of record entitled to vote at this meeting are also available for you to access on the lower left of the screen. These materials will be filed in the corporate records after the meeting. Matt Farabaugh and I have been appointed as inspectors of election, and we've executed our oaths of office. Since the majority of the outstanding shares of common stock of the company is present in proxy or by -- or in person on the call, we have a quorum, and the meeting is legally convened. The time is now 11:03, and the polls for all proposals are open. If you've not voted or wish to change your vote, you may do so now by clicking the link provided online. Any shareholder who has already voted and doesn't want to change her vote need not take any further action. The polls will close promptly after the presentation of the third and final agenda proposal. If you have a question about one of the matters in the agenda to be voted on by the shareholders at this meeting, please submit your question by clicking on the Message icon provided online at or before the time of matters before the meeting for consideration. Holders of record of common stock at the close of business on June 5, 2020, the record date for this annual meeting, are entitled to cast 1 vote per share for each matter. There is no cumulative voting. Directors are elected by a majority of the votes cast at this meeting or by proxy. All other matters require approval of the majority of votes cast. We move on to the proposals. Proposal 1, the election of 5 directors is now in order. The following persons have been nominated by the Board to serve as directors until the next Annual Meeting of Shareholders and until their successors are elected and qualified: Dale Blanchfield, Emily Groehl, Brian Shore, Carl Smith and Steven Warshaw. Information concerning the nominees is set forth in the proxy statement, and their names are getting duly placed in the nomination. Any other nominations were required to have been submitted in accordance with the company's bylaws. No such nominations were submitted, and accordingly, nominations are now closed. Proposal 2, the approval of the advisory, nonbinding resolution approving the compensation of the named executive officers is now in order. The Compensation Committee of the Board of Directors of the company approved the compensation of the named executive officers set forth in the proxy statement, and the Board of Directors has recommended that shareholders approve the following resolution: Resolved that the shareholders approve the compensation of the named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and other narrative executive compensation disclosures. Information concerning the resolution is set forth in the proxy statement. Proposal 3, the ratification of the appointment of CohnReznick as the company's independent registered public accounting firm for the fiscal year ending February 28, 2021, is now in order. The Audit Committee of the Board of Directors has appointed CohnReznick as the company's independent registered public accounting firm for the current fiscal year, which ends February 28, 2021. Information concerning the ratification of this appointment is set forth in the proxy statement. If you have any questions that relate specifically to the 3 proposals presented and have not already submitted them, you should submit them now by clicking on the Dialogue icon in the upper right-hand corner of your screen. The polls will close in a moment following questions and answers on the proposals, if there are any. [Voting]

Seeing no questions submitted, the polls are now closed. The inspectors have determined the preliminary voting results show that each of the nominees for election as director has received the majority of the votes cast online at the meeting or by proxy, that the proposal to approve an advisory resolution approving the compensation of the named executive officers and the proposal to ratify the appointment of CohnReznick as the company's independent registered public accounting firm, each has received the affirmative vote of the holders of majority of the votes cast online at the meeting or by proxy. Accordingly, the persons nominated have been elected directors to serve until the next Annual Meeting of Shareholders and until their successors are elected and qualified, and the proposal to approve the compensation of named executive officers and the proposal to ratify the appointment of CohnReznick as the company's independent registered public accounting firm for the fiscal year ending February 28, 2021, each has been approved. Final vote tallies will be reported in a Form 8-K filed with the SEC within 4 business days. The formal business of this meeting having been completed, I declare this meeting adjourned.

Thank you very much, Gus. This is Brian again. Thanks again. I apologize once again for the awkwardness of the virtual meeting, and we sure hope to see you next year. In the meantime, give us a call any time. Any questions about anything, we always have to take your calls. Have a good day, and we hope to see you one day soon. Thanks again.

This concludes the meeting. You may now disconnect.