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. Mr. Shore, the floor is now yours.

Thank you, operator. Good morning. This is Brian Shore. Thank you for attending our virtual Annual Meeting of Shareholders, as I think is our fifth and I welcome, everybody. So Matt Farabaugh, our Senior Vice President and CFO, will be acting as Secretary of the meeting, and Matt will take us through the whole procedure process. So go ahead, Matt. It's all yours.

Thanks, Brian. The 4 items of business on the agenda for this meeting are: one, 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 on an advisory nonbinding basis of the compensation of the named executive officers. Three, the approval of an amendment to the company's 2018 Stock Option Plan to increase the aggregate number of shares of common stock, the company's authorized for issuance under such plan by 750,000 shares. 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 2, 2025. The Board recommends that you vote for each nominee for director and vote for the other 3 proposals. The Notice of Meeting was mailed on or about June 20, 2024, to all shareholders of record on June 3, 2024, 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. Mark Esquivel and Martina Bar Kochva have been appointed as inspectors of election, and they have executed their oaths of office. Since the majority of the outstanding shares of common stock of the company is present and in person by proxy, we have a quorum, and the meeting is legally convened. The time is now 11:02, 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 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 matter is being -- before the meeting for consideration. Holders of record of common stock at the close of business on June 3, 2024, 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 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 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 approval of an amendment to the company's 2018 Stock Option Plan to increase the aggregate number of shares of common stock of the company authorized for issuance under such plan by 750,000 shares is now in order. The Board of Directors of the company has recommended that shareholders approve the proposed amendment to the company's 2018 Stock Option Plan to increase the aggregate number of shares of common stock of the company authorized for issuance under such plan by 750,000 shares. Information concerning this matter is set forth in the Proxy Statement. 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 2, 2025, 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 2, 2025. 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 box in the upper right corner of your screen. The polls will be closed in a moment following questions and answers on the proposals. [Voting]

Okay. So seeing no questions submitted, the polls are now closed. All right. 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, the proposal to approve an amendment to the company's 2018 Stock Option Plan to increase the aggregate number of shares of common stock of the company authorized for issuance under such plan by 750,000 shares, 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 the 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 amendment to the company's 2018 Stock Option Plan to increase the aggregate number of shares of common stock of the company authorized through issuance under such plan by 750,000 shares 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 2, 2025, 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. Nice job. This is Brian again. Thank you, everybody, for attending our annual meeting. This is our 2024 Annual Meeting, and we hope to see you soon. Have a great day. Thank you. Goodbye.

Goodbye.

This concludes the meeting. You may now disconnect.