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

Hello, and welcome to the Annual Meeting of Shareholders of Park Aerospace Corporation. 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. Mr. Shore, the floor is yours.

Thank you, operator. Good morning shareholders. This is Brian Shore, Chairman and CEO of Park Aerospace. I also have with me Matt Farabaugh, our Senior Vice President and CFO. And what we're going to do today is Matt will lead us through the annual meeting formal process. So, that's what we will do, just get started. We'll turn it over to Matt. Please proceed, Matt. Thank you.

Okay. Thanks, Brian. The 4 items of business on the agenda for this meeting are the election of 8 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 of, on an advisory non-binding basis of the compensation of the named executive officers; three, the approval on an advisory non-binding basis, of how often the company should conduct a shareholder advisory vote relating to the compensation of the named executive officers; and four, the ratification of the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending March 3, 2024. The Board recommends that you vote for each nominee for director, vote for one year, on the say on pay frequency and vote for the other 2 proposals. The notice of meeting was mailed on or about June 15, 2023, to all shareholders of record on June 2, 2023, and we have an affidavit to that effect from Computershare, our transfer agent. The certified list of shareholders of record entitled to vote at this meeting is available for you to access on the upper right of the screen under the documents tab. 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 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. Polls will close promptly after the presentation of the fourth 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 matters before the meeting for consideration. Holders of record of common stock at the close of business on June 2, 2023, the record date for this annual meeting, are entitled to cast one 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 8 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, Shane Connor, 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 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 non-binding 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 approval of the advisory non-binding resolution of how often the company should conduct a shareholder advisory vote relating to the compensation of the named executive officers is now in order. The Board of Directors of the company has recommended that shareholders selected one year to advise the Board how often the company should conduct a shareholder advisory vote on executive compensation. Information concerning this matter is set forth in the proxy. Proposal 4, the ratification of the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending March 3, 2024, 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 March 3, 2024. Information concerning the ratification of this appointment is set forth in the proxy statement. If you have any questions that relates specifically to the 4 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 proposals. [Voting]

Okay. So 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, and that the proposal for conducting shareholder advisory votes on executive compensation every year as we see the most votes cast at the meeting or online. Accordingly, the persons nominated have been elected as 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 has been approved. The choice of one year for how often to vote on executive compensation has been approved and the proposal to ratify the appointment of CohnReznick as the company's independent registered public accounting firm for the fiscal year ending March 3, 2024, 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.

This is Brian again. Thank you very much, Matt, and thank you folks, Park shareholders for joining our annual meeting. You have a good day. If you have any questions, as always, you can call our office and Matt and I will try to help you out with those questions. Thank you again, and goodbye. Good day.

This concludes today's meeting. Thank you all for joining. You all may disconnect, and have a great rest of your day.