PC Connection, Inc. (CNXN) Earnings Call Transcript & Summary

May 15, 2024

NASDAQ US Information Technology Electronic Equipment, Instruments and Components shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, and thank you for standing by. Welcome to the PC Connection 2024 Annual Shareholders Call.[Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Timothy McGrath, President and CEO. Please go ahead.

Timothy McGrath

executive
#2

Thank you, operator, and good morning, everyone. Welcome to the PC Connection 2024 Annual Shareholder Meeting. I'm Tim McGrath, President and CEO for Connection, and I'll be presiding over this meeting. And at this time, I call the meeting to order. We have, again, this year, supplemented our in-person meeting with a courtesy dial-in for stockholders who have submitted their proxy in advance of the meeting and wish to listen to the meeting remotely rather than attending in person. Only stockholders who are here in-person may vote in-person or otherwise participate. I'd like to introduce the members of our Board and our company officers as well as representatives from Deloitte & Touche LLP, our external auditing firm and WilmerHale, our external corporate counsel. Representing our Board of Directors is the Chair of Board, Patricia Gallup, dialing in telephonically; our Vice Chair, Jay Bothwick; David Beffa-Negrini; Barbara Duckett, also participated telephonically; Jeff Ferguson; and Gary Kinyon. Also with us today is our CFO and Inspector of Elections, Tom Baker, as well as a number of the senior members of our management: Cam Kelly, Joan Evans, Scott Sova, Brian Hicks, Tom Dion, Dennis Riseman, Frank Sancho, Mariano Dy-Liacco X, Robert Pratt, Tom Prykucki, Dave Hall, Jamal Khan, Larry Kirsch, Mickey Bland and Kyle Reeb. In addition, representing WilmerHale is partner, Lilly Brown; and representing Deloitte & Touche, is partner, Ray Bigelow, both of who are also joining remotely. At the conclusion of the meeting, we'll be available to answer any questions that any shareholder may have. Each of you should have checked in at the registration desk prior to entering the meeting. In order to conduct an orderly meeting, we ask that you follow the rules of conduct for the meeting, copies of which have been provided. I'll now commence with the formal part of the meeting. I've received an affidavit from Broadridge Financial Solutions certifying that the Notice of the Annual Meeting and proxy statement were sent to all stockholders of record as of March 18, 2024. This affidavit and list of stockholders entitled to vote at this meeting are available for inspection by any stockholder. Our first order of business at the meeting is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transaction -- for the purpose of transacting business. Mr. Baker has been appointed to act as Inspector of Election. Tom has reported to me that they are present at this meeting in-person or through representation by proxy, a total of at least 25,862,015 shares of common stock. Since more than a majority of the outstanding shares of capital stock are represented at the meeting, I hereby declare that a quorum exists. Turning to the items to be voted on at the meeting as indicated in the Notice of the Meeting and the accompanying proxy statement, which were mailed to all stockholders. Our agenda today consists of two items: one, to elect 6 Directors to serve until the 2025 Annual Meeting of Stockholders; and two, to ratify the selection by the Audit Committee of Deloitte & Touche LLP, our independent registered public accounting firm, for the year ending December 31, 2024. The polls for these matters will open following a brief discussion of these matters and will remain open until I announce that the polls are closed. No ballots, proxies or revocations thereof or changes thereto will be accepted after the polls are closed. I'll announce the preliminary results of the voting immediately following the tabulation of voting. Are there any stockholders present who wish to vote in person, either because they have not submitted a proxy or have submitted a proxy, but wish to revoke their proxy or change their vote? The first matter to be voted on by the stockholders is the election to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for the Board of Directors are; Patricia Gallup, David Beffa-Negrini, Jay Bothwick, Barbara Duckett, Jack Ferguson, and Gary Kinyon. In addition, the final matter to be voted on by the stockholders is the ratification of the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year. Are there any questions or any discussions on any of these proposals before we proceed? We'll tabulate the votes, and this concludes the business items on the agenda for the meeting. I hereby declare that the polls are now open for each matter to be voted upon today. Are there any ballots to be collected? [Voting]

Timothy McGrath

executive
#3

The polls are now closed. The votes will now be tabulated and we'll announce the preliminary results of the voting. Mr. Baker has provided -- excuse me, Mr. Baker has prepared and provided to me a preliminary report as to voting on each matter, the final vote results will be included in the Form 8-K that will be filed within 4 business days after this meeting. On the motion to elect directors, the plurality of the votes cast at the meeting have been voted in favor of each of the nominees to be elected. On the motion to ratify the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm, for the current fiscal year, a majority of the votes cast at the meeting has been voted in favor of the ratification. Therefore, I hereby declare that the nominees have been duly elected as directors. And Deloitte & Touche LLP has been duly ratified as our independent registered public accounting firm for the current fiscal year. I now instruct the Secretary of the company to include in the minutes of this meeting, the precise number of shares voted on each proposal. If there are no further business to discuss before this meeting, I'll declare the formal portion of the meeting to be adjourned, and I want to thank everyone for your attention today. This meeting is adjourned.

Operator

operator
#4

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.

Timothy McGrath

executive
#5

Thank you.

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