Provident Financial Holdings, Inc. (PROV) Earnings Call Transcript & Summary

Hello, and welcome to the Virtual Annual Meeting of Shareholders of Provident Financial Holdings Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Craig Blunden, Chairman and Chief Executive Officer. Mr. Blunden, the floor is yours.

Thank you. The meeting will please come to order. Welcome to the Annual Meeting of Shareholders of Provident Financial Holdings, Inc. I am Craig Blunden, Chairman and Chief Executive Officer of the company, and I will act as Chairman of the meeting. We hope all of you are staying safe and healthy in these extraordinary times. In light of public health concerns regarding the coronavirus COVID-19 pandemic, we decided to hold our first-ever virtual shareholders meeting in order to support the health and well-being of our shareholders, directors, officers and employees. Attending the meeting virtually is Donavon Ternes, Secretary of the company, will act as secretary of the meeting. At this time, I would like to introduce our officers, directors and others who have joined us for the annual meeting. Directors present are Mr. Joe Barr, Mr. Bruce Bennett, Ms. Judy Carpenter, Ms. Debbi Guthrie, Mr. Roy Taylor and Mr. Bill Thomas. Officers attending are Ms. Deborah Hill, Mr. Scott Ritter, Ms. Lilian Salter, Mr. David Weiant and Ms. Gwen Wertz. Others attending on our behalf are Mr. John Breyer, our outside counsel; Mr. Tony Berbiglia, partner with Deloitte & Touche and Ms. Julie Sonego, partner with Deloitte & Touche. Please note that any questions submitted while the meeting is in progress will be accumulated and addressed later on in the meeting. The secretary has prepared a list of the shareholders of the company entitled to vote at the meeting, arranged in alphabetical order showing the holders of common stock of the company as of the close of business on October 8, 2020, the record date for voting. The list is available for inspection on the virtual meeting platform. The secretary informs me that the records of the company show that there were outstanding on the record date and entitled to notice of and to vote at this annual meeting, 7,441,259 shares of common stock, of which 3,720,630 represents a majority. We have previously received an affidavit that the notice of meeting and a form of proxy, therefore, were mailed on or about October 22, 2020, to each holder of record on the close of business on October 8, 2020. A copy of affidavit with documents attached will be attached to the minutes of this meeting as Exhibit A. It is now in order to appoint an inspector to account and examine all voting. The Board of Directors have previously appointed Donavon Ternes as inspector of election to act at this meeting and any adjournments. The certificate and report of inspector will be attached to the minutes. The secretary has previously delivered to the inspector of the list of shareholders and all proxies, which have been received. The secretary informs me that substantially more than a majority of the shares of common stock entitled to vote at the meeting are present virtually or by proxy. The inspector is making an exact count and will submit a formal report on the number of shares present or represented during the course of the meeting. A quorum is declared present subject to the confirmation of that fact by the inspector in his report. We will waive the reading of the minutes of last year's annual meeting, but a copy of the minutes is available should any shareholder wish to review them. In order to save time at this meeting, we propose to arrange the proceedings so that the votes will be taken at this time. And while the inspector is counting the ballots, we will continue with other business. If you have already voted by proxy, you need not vote using the online platform at this meeting. The first item of business to be acted upon at the meeting, as stated in the notice of meeting, is the election of directors. In accordance with the bylaws, it is proposed that 2 directors be elected at this meeting. In accordance with the bylaws of the company, 2 individuals have been nominated. Craig G. Blunden and Roy H. Taylor, each have been nominated for 3-year terms. No nominations may be made at the meeting. Therefore, I declare nominations to be closed. Shareholders are entitled to vote -- to one vote for each share of stock owned as shown in the records of the company. The vote will now be taken on the election of directors. If you wish to vote using the online platform, please vote now on each of the director nominees. [Voting]

As everyone had an opportunity to vote, if so, I declare the polls closed for the election of directors. The second item on the agenda is the advisory vote on the approval of executive compensation as disclosed in the proxy statement for this annual meeting. The chair will entertain a motion to submit the advisory proposal on executive compensation to a vote.

I so move.

So moved. Second.

Thank you. The vote will now be taken on the motion. If you wish to vote using the online platform, please do so now on the compensation of the company's named executive officers. Has everyone had an opportunity to vote? [Voting]

If so, I declare the polls closed on the motion. The final item of business is the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30, 2021. The chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2021 fiscal year.

I so move.

So moved. Second.

Thank you. The vote will now be taken on the motion. If you wish to vote using the online platform, please vote on the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ended June 30, 2021. Adoption of this proposal requires a majority of the votes cast at the meeting by holders of the company's common stock. Has everyone had an opportunity to vote? [Voting]

If so, I declare the polls closed for this proposal. While the inspector is counting the votes, I would like to field any questions regarding the affairs of the company. Are there any questions? There are no questions. The inspector has completed his count, and the secretary will now read the report.

Thank you, Craig. This is the preliminary report of inspector of election. I, the undersigned, duly appointed inspector of election of Provident Financial Holdings, Inc., do hereby certify that the annual meeting of shareholders of the company was held virtually due to the concerns regarding the novel coronavirus pandemic and to protect the safety and well-being of our shareholders on Tuesday, November 24, 2020, at 11:00 a.m. local time pursuant to due notice. According to the certified list of shareholders, which was available for inspection on the virtual meeting platform, there were outstanding and entitled to vote at the virtual meeting, 7,441,259 shares of common stock of the company. There were present at the meeting, virtually or by proxy, the holders of 6,817,057 shares of common stock of the company, representing 91.61% of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote. Directors are elected by plurality of the votes cast at the annual meeting by holders of the company's common stock. Accordingly, the 2 nominees for election as directors who received the highest number of votes actually cast will be elected. There are 2 open Board seats and 2 nominees. I inspected the signed proxies and virtual ballots used at the meeting and found them in proper form. The following is a record of the votes cast in the election of Craig G. Blunden and Roy H. Taylor as directors for the company: Craig G. Blunden, number of votes for 5,770,834 shares, 95.04%, votes withheld, 302,757 shares, percentage of 4.98%; Roy H. Taylor, votes for, 3,443,811 shares, 56.70%, votes withheld, 2,629,780 shares, 43.3%. Accordingly, Mr. Blunden and Mr. Taylor are declared to be duly elected directors of the company, each to serve for a 3-year term. I inspected the signed proxies and virtual ballots used at the meeting, and the following is a record of the votes cast with respect to the advisory vote to approve the executive compensation as disclosed in the proxy statement for this virtual annual meeting of shareholders. Votes for, 3,413,929 shares, 56.21%; votes against, 2,586,012 shares, 42.58%; those that abstained, 73,650 shares, 1.21%. Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the votes cast virtually or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company. I inspected the signed proxies and virtual ballots and found them in proper form. The following is a record of the votes cast with respect to the proposal to approve Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30, 2021: votes for, 6,764,121 shares, 99.22%; votes against 23,532 shares, 0.35%; those that abstained, 29,404 shares, 0.43%. Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the votes cast in person or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company. These preliminary results will be confirmed and subsequently disclosed in a filing on Form 8-K with the Securities and Exchange Commission. Mr. Chairman, this concludes my report.