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. [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.

The meeting will 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, who will act as Secretary of the meeting. At this time, I would like to introduce our senior officers, directors, and nominees, who have joined us for the annual meeting. Directors and nominees are Judy Carpenter, Debbi Guthrie; Brian Hawley; Kathy Michalak; Bill Thomas; Matt Webb. Senior Officers; Deborah Hill; Scott Ritter; Lilian Salter; David Weiant; and Gwen Wertz. Also attending is John Breyer, our Corporate Counsel; and Tony Berbiglia, the partner of our accounting firm. At this time, I'd like to mention 2 of our retiring directors: Bruce Bennett and Roy Taylor. Bruce Bennett served for 30 years as a Director, was extremely active in our community for many years, and unfortunately, recently passed away on October 22 after a long battle with cancer. I know we'll all miss him. Roy Taylor, retiring as Lead Director. Again, long term, active in our community, led us through many corporate governance issues and helped us with our strategic planning for many, many years. I want to thank him. Secretary has prepared a list of shareholders of 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 12, 2023, the record date for voting. The list is available for inspection on the virtual meeting platform. Secretary informs me that the records of the company show that they're outstanding on the record date and entitled to notice of and to vote at this annual meeting 6,989,380 shares of common stock, of which 3,494,691 represents a majority. We have previously received an affidavit that the notice of meeting and the form of proxy, therefore, we mailed on or about October 26, 2023 to each holder of record on the close of business on October 12, 2023. 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 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 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 the meeting, we proposed to a range of proceedings so the votes will be taken at this time, and while the inspector is counting the ballots, we will continue with other business. If you've 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 each to serve for a 3-year term and 1 director be elected to serve for a 2-year term. In accordance with the bylaws of the company, 3 individuals have been nominated, Craig G. Blunden and Brian N. Hawley have each been nominated for a 3-year terms and Matthew E. Webb has been nominated for a 2-year term. No nominations may be made at the meeting. Therefore, I declare the nominations to be closed. Shareholders are entitled to 1 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]

Has 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.

I so move.

I second the motion.

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. [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed on this motion. The third item on the agenda is the advisory vote on whether future advisory votes on executive compensation should be held every 1, 2 or 3 years. The chair will entertain a motion to submit the advisory proposal on whether future advisory votes on executive compensation should be held every 1, 2 or 3 years.

I so move.

I second the motion.

I second the motion.

The vote will now be taken on the motion. If you wish to vote using the online platform, please do so now on the advisory vote on whether future advisory votes on executive compensation should be held every 1, 2 or 3 years. [Voting]

Has everyone had an opportunity to vote? 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, 2024. The chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2024 fiscal year.

I so move.

I so move.

I second the motion.

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, 2024. Adoption of this proposal requires a majority of votes cast at this meeting by holders of company common stock. [Voting]

Has as everyone had an opportunity to vote? If 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. Are there any questions? Hearing none. The inspector has completed his count, and the secretary will now read the report.

Thank you, Mr. Chairman. 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 on Tuesday, November 28, 2023, at 11 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, 6,989,380 shares of common stock of the company. There were present at the meeting virtually or by the proxy holders of 6,105,944 shares of common stock of the company, representing 87.36% 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 record of the votes cast in the election of Craig G. Blunden, Brian N. Hawley; and Matthew E. Webb as Directors of the company. 3-year term, craig G. Blunden, number of votes for, 2,637,091 shares or votes, 49.08%. The votes withheld, 2,735,569, percentage, 50.92%. Brian N. Hawley, votes for, 3,945,999, 73.45%, votes withheld, 1,426,661, 26.55%. 2-year term, Matthew E. Web, votes for 3,932,699, 73.20%, votes withheld 1,439,961, percentage 26.8%. There were 3 nominees for 3 open Board seats. Accordingly, Craig G. Blunden and Brian N. Hawley were declared to be duly elected directors of the company, each to serve for a 3-year term; and Matthew E. Webb is declared to be a duly elected director of the company to serve for a 2-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 2,601,474, 48.42%, votes against 2,517,310, 46.85%. Abstentions 253,876, 4.73%. Accordingly, the proposal described immediately above, having received the favorable votes 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 record of the votes cast with respect to the advisory vote on whether future advisory votes on executive compensation should be held every 1, 2, or 3 years as disclosed in the proxy statement for this virtual Annual Meeting of Shareholders. 1 year, 4,334,588 votes, 80.67%; 2 years, 28,326 votes, 0.53%; 3 years, 717,197 votes, 13.35%; abstentions, 292,549, 5.45%. Accordingly, the proposal to hold an executive vote on executive compensation every year, having received the most votes of any of the alternatives, 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, 2024. Votes for, 6,082,263, 99.61%; votes against, 15,208, 0.25%; abstentions 8,473, 0.14%. 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 tentative results described herein will be verified subsequent to this meeting, and I will disclose the final official results on a Form 8-K filing with the Securities and Exchange Commission. In witness whereof, I have made this certificate, and have hereinto set my hand this 28th day of November, 2023. Back to you, Mr. Chairman.

Thank you. The report of the inspector confirms that a quorum is and has been in attendance at the virtual meeting for all purposes. It also shows that Craig G. Blunden and Brian N. Hawley have been duly elected directors of the company, each to serve for a 3-year term; and Matthew E. Webb has been a duly elected director of the company to serve for a 2-year term. Report of the inspector also shows that more than 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 advisory vote on whether future advisory votes on executive compensation should be held every 1, 2 or 3 years; and three, the approval of Deloitte & Touche LLP as the company's independent accountants for the fiscal year ending June 30, 2024. The report of the inspector has been accepted and approved and will be attached to the minutes of the meeting. There being no further business to come before the meeting, a motion to adjourn is in order.

I move that the meeting be adjourned.

I move that the meeting be adjourned.

I second the motion.

Those in favor, signify by saying aye. [Voting]

Those opposed, say no. [Voting]

The motion is carried, the meeting is adjourned.

Thank you. This concludes today's meeting. You may all disconnect.