Perma-Pipe International Holdings, Inc. (PPIH) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Perma-Pipe International Annual Meeting Conference Call. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. David Barrie, the Chairman of the Board. Please go ahead, sir.

Thank you. Good morning, ladies and gentlemen. I am Dave Barrie, Chairman of the Board of Perma-Pipe International Holdings, Inc., and I will be presiding at this meeting. We welcome you to our 2020 Annual Meeting of Stockholders. Today's virtual meeting is a live audio-only webcast. We believe in engaging with our stockholders and encouraging their ability to meaningfully engage with us. Virtual meetings are one of the ways we are engaging with our stockholders. Today's session allows our stockholders to participate in the meeting regardless of their location. Joining the meeting today are David Mansfield, our President and Chief Executive Officer as well as a member of our Board; Bryan Norwood, our Vice President and Chief Financial Officer; and Wayne Bosch, our Vice President and Chief Human Resources Officer. Manish Dhingra, our contract specialist, is also in attendance and will serve as secretary of this meeting. I would also like to introduce the other members of our Board who are present on the call today: David Brown, who is the current Chair of our Audit Committee; Jerome Walker, who is also the current Chair of our Compensation Committee; and Cynthia Boiter, who is the current Chair of the Nominating and Governance Committee. A representative of our independent accounting firm of Grant Thornton LLP is also present on the call and available to answer appropriate stockholder questions. The meeting will now come to order. The notice of this meeting stating the time, place and purposes of this meeting and the Internet availability of proxy materials was mailed on May 14, 2020, to each stockholder of record as of the close of business on April 27, 2020. Copies of the proxy materials are posted on our website. A total of 8,048,006 shares of common stock were outstanding as of the close of business on April 27, 2020, and were entitled to be voted for this meeting. Each stockholder is entitled to 1 vote per share on each of the 4 matters submitted for approval. In accordance with the provisions of Delaware law, Ryan Bayer has been appointed to serve as the inspector of election at this meeting and has subscribed the oath of office prior to the meeting. The inspector of election and secretary have informed me that a majority of the shares entitled to vote at this meeting are represented by proxy. Therefore, a quorum is present, and I declare the meeting open for business. After the formal part of the meeting has concluded, there will be an opportunity for stockholders to submit questions. [Operator Instructions] We will also address any questions that were submitted by our stockholders prior to the meeting. The first proposal before the stockholders is to elect 5 directors to hold office until our next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The Board has nominated David S. Barrie, David B. Brown, Cynthia A. Boiter, David J. Mansfield and Jerome T. Walker for election as directors of the corporation. The second proposal is to consider and vote on the compensation of the company's named executive officers. The third proposal is to consider and vote to ratify the appointment of Grant Thornton LLP as the corporation's independent accountant for our fiscal year ending January 31, 2021. The inspector of the election, please announce vote on each proposal.

Based on a preliminary count of the proxies and votes received prior to this meeting, the results of the vote are known in respect to each of the proposals. I hereby declare that all of the Board's nominees, Messrs. David S. Barrie, David B. Brown, David J. Mansfield and Jerome T. Walker and Mrs. Cynthia A. Boiter have been duly elected as directors of the corporation with over 95.1% of all votes cast at this meeting. Such directors shall hold office until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. I hereby declare that the compensation paid to the company's named executive officers was approved on an advisory basis by the holders of 86.6% of the shares of common stock voted at this meeting. Finally, I hereby declare that the appointment of Grant Thornton LLP as the corporation's independent accountant for the fiscal year ending January 31, 2021, has been ratified by the holders of 99.9 (sic) [ 99.9% ] shares of the common stock voted at this meeting.

Thank you. As we have in the past, the Board of Directors has continued to actively engage with our stockholders and seek their input on ways we might improve our corporate governance and compensation policies. We've exchanged correspondence and have had dialogue with the representative number of our significant stockholders on these topics and what enhancements to these policies they wish our Board to consider. As a result of this outreach and dialogue, the Board has enacted several enhancements that our Board believes furthers our stockholders' best interest. I want to thank these stockholders for their input here and especially those who complemented the company and the Board on this outreach effort. Your support of the Board and this company is greatly appreciated. This concludes the formal portion of our meeting. I hereby declare that our annual meeting is adjourned. If there are any questions from stockholders, we will answer them now. Having no questions, that will bring the meeting to a close. The meeting has now concluded. Thank you for attending today's meeting, and thank you for being stockholders of Perma-Pipe.

Ladies and gentlemen, that concludes today's teleconference. Thank you for participating. You may now disconnect.