Polaris Inc. (PII) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Polaris Inc. annual meeting conference call. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. Richard Edwards. Sir, please go ahead.

Thank you, Michelle, and good morning to everyone. Before we get started, there are a few housekeeping items I would like to cover related to today's virtual Shareholder Meeting. If you have not yet voted and wish to vote, or if you wish to revoke or change a previously submitted proxy, you may do so by clicking the Vote Here button on your screen. You will need your control number provided on your proxy card or Notice of Internet Availability to vote your shares. In addition, logging in with your control number allows you to submit questions. We have reserved time after the formal meeting to address any questions. If you would like to submit a question, please type it into the box at the bottom of your screen. For any general business questions about the company, please contact our Investor Relations department at [email protected]. I will now turn the meeting over to Scott Wine, Chairman and CEO of Polaris. Scott?

Thank you, Richard. Good morning, everyone, and welcome to Polaris' 2020 Annual Shareholders Meeting. On behalf of our directors, officers and employees, thank you for joining us today. A representative from Ernst & Young, our independent auditors, is present and available for your questions. I will now turn the meeting over to our Corporate Secretary, Lucy Clark Dougherty, to proceed with the formal portion of the meeting.

Thank you, Scott. Good morning. Let me begin with a few procedural matters. The agenda and rules of conduct that we will follow for this virtual annual meeting have been made available on your screen. I encourage any shareholder who has not voted or wishes to revoke or change a previously submitted proxy to do so now. As mentioned earlier, please use the Vote Here button on your screen if you wish to vote. The Notice of the Annual Meeting was mailed beginning on March 13, 2020, to shareholders of record on March 2, 2020. As a result, the meeting is being held pursuant to proper notice. A quorum is present online and by proxy so we will proceed with the business of the meeting. Proxy votes will be tabulated, and the preliminary announcement of results will be made at the end of the formal portion of the meeting. Mike Speetzen and Ken Pucel are the designated proxies and will vote the shares for which proxies are received in accordance with the authority granted to each of them. [ Jan Castillo ] of Broadridge Financial Solutions is serving as Inspector of Election. We have 4 proposals on the meeting agenda today. Details for these proposals were provided in your proxy materials. The first item under consideration is the election of 3 Class II Directors for a 3-year term ending at the annual meeting in 2023. Class II nominees are George Bilicic, Gary Hendrickson and Gwenne Henricks. The second item for consideration is the approval of the amended and restated 2007 Omnibus Incentive Plan to increase the number of shares of our common stock authorized for awards from 24,325,000 to 27,775,000. The third item for consideration is the ratification of the selection of Ernst & Young as the company's independent registered public accounting firm for the fiscal year 2020. And the fourth item for consideration is the advisory vote to approve the compensation of the company's named executive officers. I now declare the polls closed and ask the election inspectors to prepare a preliminary report of the vote. I have been provided with the preliminary vote results, which show that each Class II Director nominee received a majority of votes cast and has been elected to the Board; that the amended and restated 2007 Omnibus Incentive Plan has been approved by a majority of the votes cast; that the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal 2020 has been approved by a majority of the votes cast; and finally, that the company's executive compensation has been approved on an advisory basis by a majority of the votes cast. The formal portion of this meeting is now concluded, and the formal meeting is adjourned. At this time, we will respond to the questions submitted. If a question has been submitted that is not answered during the meeting, we will have a representative of the company contact you directly after the meeting to follow-up. Richard, do you want to read the questions out loud?

Yes. Thank you, Lucy. Yes, we have a couple of questions that we'll try to address this morning. The first question is around our classified Board. And the question reads as this: Unlike most institutional investors, we support a classified Board structure in combination with the majority vote standard for Director elections. Obviously, the Board does, Polaris' Board does as well. Could you address how a classified Board structure supports a long-term strategic perspective at the Board level?

Well, first of all, I'd like to thank you for your investment in Polaris and your interest to ask a question. We believe that we have a strategic advantage with our Board in general because of the diversity and the experience that we have on it. And we believe the staggered Board provides the Board with an opportunity to make sure that they're focused on the long-term value creation and strategy of the company as opposed to sometimes with -- if there was too much turnover on the Board, there might be more of a short-term focus, which we don't believe would be helpful. We also believe that the stability and continuity is helpful for us as a management team as we think about laying out the strategy and execution of the company. So we believe that this has served us well and will continue to serve us well in the future.

Okay. Thank you, Scott. The next question is around the ownership of the company. The question is this: Currently, BlackRock, Vanguard and State Street each hold greater than 5% of the company's outstanding shares. Vanguard is an investment manager for a portion of the assets of the company's retirement plan. Does the Board see this growing ownership concentration as a positive or negative development as regards to long-term corporate planning and performance? And also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets?

Well, we don't believe that it's positive or negative necessarily. It just is, and we cannot control who owns the shares. We believe that our strategy and the story of the company is good so when we have an opportunity to share that with investors, we believe it's advantageous to us and our shareholders. But as the -- as we've moved into the Fortune 500, we did get picked up by more index funds. And ultimately, that greater share ownership is probably helpful. We don't believe it's a conflict of interest at all. Again, these funds -- the management is completely -- there's no active involvement with what we're doing from a retirement standpoint with what their investment is in the company, so really, no conflict of interest whatsoever.

All right. Thank you, Scott. That's all the questions we have today. Thank you for participating in our meeting today. If you have additional questions, you may submit them to [email protected]. Thank you again for your continued investment in Polaris. Have a good day.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now all disconnect.