Premier Financial Corp. (PFC) Earnings Call Transcript & Summary

Good day, and welcome to First Defiance Financial Corp.'s 2020 Annual Meeting of Shareholders. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to John Bookmyer, Chairman of the Board of First Defiance. You may go ahead, please.

Good afternoon, and welcome to the 2020 Annual Meeting of Shareholders of First Financial Defiance -- First Defiance Financial Corp. My name is John Bookmyer. I am a Director and the Chairman of the Board of First Defiance. I will act as presiding officer for this meeting and I'm officially calling this meeting to order. The polls are still open. Any shareholder or proxyholder who has not voted but would like to may do so now by clicking on the Vote Here button on the meeting page. You may cast your vote at any time between now and the time the polls are closed in a few minutes. In attendance with me today are some of our executive officers, including Don Hileman, our CEO and member of the Board; Gary Small, our President and member of the Board; Paul Nungester, our Chief Financial Officer; and Jude Nohra, our General Counsel and Corporate Secretary. Board members joining us today, along with myself, include Marty Adams; Zahid Afzal; Lou Altman; Terri Bettinger; Lee Burdman; Jean Hubbard; Charles Niehaus; Mark Robison; Rick Schiraldi, who also serves as Vice Chairman of the Board; and Sam Strausbaugh. Also joining us today are Dave Lawrence, from Crowe LLP, who is available to answer any questions directed at our auditors; and Kim Schaefer, from Vorys, Sater, Seymour and Pease, who serves as SEC counsel for First Defiance. We will now proceed with the business part of our meeting. Jude Nohra, our Corporate Secretary, has been appointed to serve as inspector of elections for the annual meeting. In addition to counting the ballots, the inspector of election will determine officially the number of votes that are present in person or by proxy this afternoon. If you submitted a proxy or voted telephonically or electronically, you do not need to vote again in person today. If you do wish to vote in person today and have not done so yet, you may cast your vote by clicking on the Vote Here button on your screens. I will now ask Jude Nohra, our Secretary, to report on the notice for this meeting.

Thank you, Mr. Chairman, and good afternoon. On or about March 16, 2020, written notice of this annual meeting of shareholders was mailed to First Defiance shareholders of record as of the close of business on March 4, 2020, which notice provided shareholders with instructions on how to obtain our proxy statement and 2019 annual report. I am submitting to the annual meeting my certificate that this notice was so mailed.

Thank you, Jude. Will you now report on the number of votes entitled to be cast at this meeting?

Mr. Chairman, of the 37,666,170 votes eligible to be cast, 30,364,753 or 80.61% of all outstanding shares are present. Therefore, a quorum exists for this meeting.

Thank you, Jude. There are 3 proposals to be considered at this meeting. Proposal 1 is to reelect 5 directors each for a 3-year term expiring in 2023. This item requires only a plurality of the shares actually voted. The Board of Directors have approved and nominated the following directors to stand for reelection: Lee Burdman, Jean Hubbard, Charles Niehaus, Mark Robison, and Richard J. Schiraldi. Proposal 2 is a nonbinding advisory vote to approve the compensation of our named executive officers identified in the summary compensation table on Page 35 of the proxy statement. We are asking shareholders to vote on the following resolution. Resolved that the shareholders approve the compensation of First Defiance's named executive officers as named in the summary compensation table of the company's 2020 proxy statement as described in the compensation and discussion analysis, the compensation tables and the related disclosures contained on Pages 24 through 41 in the proxy statement. This item requires the majority of the shares actually voted. Proposal 3 is a vote to ratify the appointment of Crowe LLP as the independent registered accounting firm for 2020. As I noted earlier, we are pleased to report that Dave Lawrence, the audit partner from Crowe LLP assigned to our engagement, is present this afternoon, and he will be available to respond to any appropriate questions from shareholders during our question-and-answer session that will follow momentarily. This item requires a majority of the shares actually voted. There have been no other nominations or items properly submitted to First Defiance pursuant to its regulations. Are there any questions concerning the proposals on the ballot? If there are no questions, the proposals will be put to a vote, and shareholders must finish voting at this time. [Voting]

Seeing no questions, and assuming that all shareholders have had a chance to vote, and that all votes have been cast, I will now declare the polls closed and ask the inspector of elections to tabulate and announce the results of the voting.