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

Good morning and welcome to the 2021 Perma-Pipe International Holdings Inc. Annual Meeting of Stockholders. [Operator Instructions] I would now like to turn the meeting over to David Barrie, the Chairman of the Board. Mr. Barrie, please go ahead.

Good morning, ladies and gentlemen. I am David Barrie, Chairman of the Board of Perma-Pipe International Holdings, Inc., and I will be presiding at this meeting. We welcome you to our 2021 annual meeting of stockholders. Stockholders who are joining via the web portal are able to vote at any time during the meeting by clicking the voting button at the bottom right-hand corner of their screen up until when the polls are closed. If you previously submitted your vote on these proposals, any votes cast during the meeting will override your previous vote. 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 the Board who are present on the call today. David Brown, who is our current Chair of our Audit Committee; Jerome Walker, who is the current Chair of our Compensation Committee, and Cynthia Boiter, who is the current Chair of the Nominating Governance Committee. Our representative of our independent accounting firm of Grant Thorne 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 purpose of this meeting and the Internet availability of proxy materials were available on April 16, 2021, to each stockholder of record as of the close of business on March 30, 2021. Copies of the proxy materials are posted on our website. A total of 8,164,989 shares of common stock were outstanding as of the close of business on March 30, 2021, and we're 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 served as the inspector of election at this meeting and has subscribed the oath of office prior to the meeting. The inspector of elections 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. There is a text box on your screen where you can submit your questions throughout the meeting. You do not have to wait until the end of the meeting to submit your questions. We will also address any questions that may have been submitted by our stockholders prior to this 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 to consider and vote on an advisory basis 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, 2022. The fourth proposal is to consider and vote to approve the 2021 Omnibus stock incentive plan. We will now pause -- we will now have a brief pause for any last minute voting to take place. [Voting]

Okay. The polls are now closed. The inspector of elections, please announce the vote on each proposal.

Based on a preliminary account of the proxies and votes received prior to the meeting, the results of the vote are known with respect to each of the proposals. I hereby declare that all of the Board's nominees, Mr. David S. Barrie, David B. Brown, David J. Mansfield and Jerome T. Walker & Ms. Cynthia A. Boiter have been duly elected as directors of the corporation with over 89.8% of all votes cast at the 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 in [indiscernible] for the fiscal year ending January 31, 2022, has been ratified by the holders of 99.9% of the shares of common stock voted at this meeting. Finally, I hereby declare that the 2021 Omnibus stock incentive plan common stock voted at this meeting.