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

Good morning, and welcome to Premier Financial Group's 2021 Annual Meeting of Shareholders. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Don Hileman, Chairman of the Board of Premier Financial. You may go ahead, please.

Thank you. Good afternoon, and welcome to the 2021 Annual Meeting of the Shareholders of Premier Financial Corp. My name is Don Hileman, and I am a Director and Executive Chairman of the Board of Premier Financial. I will also act as Presiding Officer for this meeting. 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 and can vote 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 Gary Small, our CEO, President and member of the Board; Paul Nungester, our Chief Financial Officer; and Shannon Kuhl, Chief Legal Officer and Corporate Secretary. Board members joining us today, along with myself and Gary include John Bookmyer, our past Chairman; 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, Crowe LLP, who is available to answer any questions directed to our auditors; and Kim Schaefer of Vorys, Seymour, Sater and Pease, who serves as SEC counsel for Premier. We will now proceed with the business part of the meeting. Shannon Kuhl has been appointed to serve as our inspector of elections for the annual meeting. In addition to accounting to ballots, the inspector of elections 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, you may vote now by clicking on the Vote Here button on your screen. I will now ask Shannon Kuhl, our Secretary, to report on the notice for this meeting. Shannon?

Thank you, Mr. Chairman, and good afternoon. On or about March 19, 2021, written notice of this annual meeting of shareholders was mailed to Premier Financial shareholders of record as of the close of business on March 1, 2021, which notice provided shareholders with instructions on how to obtain our proxy statement and 2020 annual report.

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

Mr. Chairman, of the 37,273,303 votes eligible to be cast, 30,073,731 votes or 80.68% of all outstanding shares are present. Therefore, a quorum exists for this meeting.

Thank you, Shannon. There are 3 proposals to be considered at this meeting. Proposal 1 is to reelect 4 directors each for a 3-year term expiring in 2024. This item requires only a plurality of the shares actually voted. The Board of Directors has approved and nominated the following directors to stand for reelection: Marty E. Adams, myself, Donald P. Hileman, Gary Small and Samuel S. Strausbaugh. Proposal 2 is a nonbinding advisory vote to approve the compensation of our named executive officers identified in the summary compensation table on Page 34 of the proxy statement. We are asking shareholders to vote on the following resolution. Resolved that the shareholders approve the compensation of Premier Financial's named executive officers as named in the summary compensation table of the company's 2021 proxy statement, as described in the compensation and discussion analysis, the compensation tables and the related disclosures contained on Page 22 through 39 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 2021. This item requires a majority of the shares actually voted. There have been no other nominations or items properly submitted to the Premier Financial Corporation pursuant to its regulations. Are there any questions concerning the proposals on the ballot? All right. Seeing that there are no questions submitted, the proposal we put to a vote, shareholders must finish voting at this time. [Voting]