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

Hello, and welcome to the Annual Meeting of Shareholders of Provident Financial Holdings, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. Shareholders and proxy holders can submit questions at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Mr. 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. Attending the meeting virtually is Donavon Ternes, Secretary of the company, will act as Secretary of the meeting. Additionally, I would like to introduce our officers and directors who have joined us for the annual meeting. Directors are Joe Barr, Bruce Bennett, Judy Carpenter, Debbi Guthrie, Kathy Michalak, Roy Taylor and Bill Thomas. Senior officers are Deborah Hill, Scott Ritter, Lilian Salter, David Weiant and Gwen Wertz. Also attending is John Breyer, our Corporate Counsel; and Tony Berbiglia, a partner of our accounting firm. Also it's time for me to thank Joe Barr, who is retiring after 21 years as a director, chairing our Audit Committee. His experience [ of ] his many years at a major accounting firm as well as a local accounting firm was of tremendous help in working with the Board, our outside accounting firm and our regulators. Joe, we will all miss you. Secretary has prepared a list of the shareholders the company entitled to vote at the meeting, arranged in alphabetical order, showing the holders of the common stock of the company as of the close of business on October 13, 2022, the record date for voting. List is available for inspection on the virtual meeting platform. The secretary informs me that the records of the company show that they were outstanding on the record date and entitled to notice of and to vote at this annual meeting, 7,223,518 shares of common stock, of which 3,611,760 represent 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 27, 2022 to each holder of record on the close of business on October 13, 2022. A copy of the 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 count and examine all voting. The Board of Directors has previously appointed Donavon Ternes as Inspector of the Election to act at this meeting and any adjournments. Certificate and report of inspector will be attached to the minutes. The Secretary has previously delivered to the inspector the list of shareholders and all proxies, which have been received. 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 votes will be taken at this time, and while the inspectors counting the balance, we'll continue with other business. If you have already voted by proxy, you need not vote using the online platform at this meeting. 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 3 directors be elected each to serve for a 3-year term. In accordance with the bylaws of the company, 3 individuals have been nominated. Bruce W. Bennett, Debbi H. Guthrie and Kathy Michalak 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 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 director nominees. [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed for the election of directors. 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. Chair will entertain a motion to submit the advisory proposal on the executive compensation to a vote.

I move.

I second.

We will now be taken on the motion. You wish to vote using the online platform, please do so now on the compensation of the company's named executive officers. [Voting]

Has everyone had an opportunity to vote? So I declare the polls closed on the motion. Third item on the agenda is the adoption of the Provident Financial Holdings, Inc. 2022 equity incentive plan. The '22 equity incentive plan was adopted by the Board of Directors on September 22, 2022. A copy of the equity incentive plan was forwarded to shareholders as Appendix A to the proxy statement. Chair will entertain a motion that the 2022 equity incentive plan be adopted.

I so move.

I second.

Vote will now be taken on the motion. If you wish to vote using the online platform, please do so now on the adoption of the 2022 equity incentive plan. [Voting]

Everyone had an opportunity to vote? If so, I declare the polls closed on the motion. Final item of business is the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ended June 30, 2023. Chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2023 fiscal year.

I so move.

I second.

The vote will now be taken on the motion. If you wish to vote using the online platform, please vote on the approval of appointment of Deloitte and Touche LLP as the company's independent auditors for the fiscal year ended June 30, 2023. The adoption of this proposal requires a majority of the votes cast at this meeting by holders of the company common stock. [Voting]

Has everyone had an opportunity to vote? So I declare the polls closed for this proposal. While the inspector is counting the votes, I would like to take this opportunity to answer any questions. Don't believe there are any questions. Inspector has completed his count, and the secretary will now read the report.

Thank you, Mr. Chairman. I, 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 on Tuesday, November 29, 2022 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, 7,223,518 shares of common stock of the company. There were present at the meeting virtually or by proxy, the holders of 6,228,663 shares of common stock of the company, representing 86.23% of the total votes eligible to be cast constituting a majority and a quorum of the outstanding shares entitled to vote. I inspected the signed proxies and virtual ballots used at the meeting and found them in proper form. The following is a preliminary record of the votes cast in the election of Bruce W. Bennett, Debbi H. Guthrie and Kathy M. Michalak as Directors of the company. Bruce W. Bennett, 3,050,157 shares for. 2,578,599 shares withheld, Debbi H. Guthrie 3,140,206 shares for. 2,488,550 shares withheld. Kathy M. Michalak, 3,082,859 shares for. 2,545,897 shares, again, withheld. Accordingly, Mr. Bennett, Ms. Guthrie and Ms. Michalak were 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 preliminary 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, 2,979,855 shares. Votes against, 2,638,831 shares, those votes abstaining, 10,070 shares. 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 used at the meeting and the following is a preliminary record of the votes cast with respect to the adoption of the Provident Financial Holdings, Inc. 2022 equity incentive plan as disclosed in the proxy statement for this virtual Annual Meeting of Shareholders. Votes for, 4,317,378 shares. Votes against, 1,304,819 shares. Those that abstained, 6,559 shares. 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 preliminary 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, 2023. Votes for, 5,934,792 shares. Votes against, 251,467 shares. Votes abstained, 42,404 shares. 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. The final tally of votes cast will be filed on Form 8-K with the Securities and Exchange Commission on or prior to December 1, 2022. Mr. Chairman, that's my report.

Thank you. Reporting inspector confirms that a quorum is and has been in attendance at the virtual meeting for all purposes. It also shows that Bruce W. Bennett, Debbi H. Guthrie and Kathy M. Michalak have been duly elected directors of the company, each to serve for a 3-year term. Report of inspector also shows that more than a majority of the votes cast using the virtual platform or by proxy at this meeting have been voted in favor of -- the approval of one, the advisory vote on executive compensation; two, the adoption of Provident Financial Holdings 2022 equity incentive plan; and three, approval of Deloitte & Touche LLP as the company's independent accountants for the fiscal year ended June 30, 2023. Report of inspector has been accepted and approved and will be attached to the minutes of the meeting. Being no further business to come before the meeting, a motion to adjourn is in order.

I move that the meeting be adjourned.

I second the motion.

I second the motion.

All those in favor, signify by saying, I?

I.

I.

Those oppose say, no. The motion is carried, the meeting is adjourned.

Thank you. This concludes the meeting. You may now disconnect.