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 Mr. Brian Shore, Chief Executive Officer and Chairman of Park Aerospace.

Thank you, operator. Good morning, everybody. This is Brian. Welcome to our virtual annual meeting. And let me start by apologizing we're doing another virtual meeting. I think people seem to still be a little bit freaked out about the virus. So as I say, what next year in [indiscernible] or something like that, hopefully, next year, we'll be back to doing our in-person meetings but 1 more virtual meeting. So here we go, with me, Matt Farabaugh, our Senior Vice President and CFO. He's going to act a secretary of the meeting and he's going to go ahead with the proceeding. So please go ahead, Matt.

Thanks, Brian. The 3 items of business on the agenda for the meeting are: one, the election of 7 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 LLP as the company's independent registered public accounting firm for the fiscal year ending February 27, 2022. 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 17, 2021, to all shareholders of record on June 4, 2021, and we have an affidavit to the 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 available for you to access on the lower left of the screen as well. These materials will be filed in the corporate records. Dan McNamara and I have been appointed as inspectors of election, and we have executed our oaths of office. Since the majority of the outstanding shares of common stock of the company is present and in person or by proxy, we have a quorum, and the meeting is legally convened. The time is now 11:03, and the polls for all proposals are now open. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change his or her vote, need not take any further action. The polls will close promptly after 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 the matter is before the meeting for consideration. Holders of record of common stock at the close of business on June 4, 2021, 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 the approval of the majority of the votes cast. Proposal 1, the election of 7 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, Yvonne Julian, Brian E. Shore, Carl W. Smith, D. Bradley Thress and Steven T. Warshaw. Information concerning the nominees is set forth in the proxy statement, and their names are deemed 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 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 the 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 LLP as the company's independent registered public accounting firm for the fiscal year ended February 27, 2022, is also now in order. The Audit Committee of the Board of Directors has appointed CohnReznick LLP as the company's independent registered public accounting firm for the current fiscal year, which ends February 27, 2022. 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 corner of your screen. The polls will be closed in a moment following questions and answers on the proposals. [Voting]

I'll take a moment for questions. Okay. Seeing no questions submitted, the polls are now closed. The inspectors have determined that the preliminary voting results show that each of the nominees for election as a director has received a 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 a 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 the 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 ended February 27, 2022, each has been approved. Final vote tallies will be reported in a Form 8-K filing 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, Matt. This is Brian, again. I thank everybody for listening in. So nice to have you on for a few minutes. That concludes our meeting, and wish you a very good day and also enjoy the rest of the summer. Thank you and take care.

This concludes the meeting. You may now disconnect.