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 Mr. Craig Blunden, Chairman of the Board of Directors. Mr. Blunden, the floor is yours.

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 I'll act as the Chairman of the meeting. Attending the meeting virtually is Tam Nguyen, 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, Judy Carpenter, Debbie Guthrie, Brian Hawley, Kathy Michalak, Bill Thomas, Matt Webb. Senior officers, Donavon Ternes, Glee Harris, Scott Ritter, Lilian Salter, Dave Weiant, Gwen Wertz. Also attending is John Breyer, our Corporate Counsel; and Tony Berbiglia, the partner of our accounting firm. 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 10, 2024, 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 they're outstanding on the record date and entitled to notice of and to vote at this annual meeting, 6,769,247 shares of common stock, of which 3,384,624 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 24, 2024, to each holder of record on the close of business on October 10, 2024. 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 Tam Nguyen 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. 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 her 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 each to serve for a 3-year term. In accordance with the bylaws of the company, 2 individuals have been nominated: Judy A. Carpenter and William E. Thomas, each to serve for a 3-year term. No nominations may be made at the meeting. Therefore, I declare 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 second.

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 company's named executive officers. [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, 2025. The Chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2025 fiscal year.

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 ending June 30, 2025. Adoption of this proposal requires a majority of the votes cast at the meeting by holders of company common stock. [Voting]

Has 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? The inspector has completed her count, and the Secretary will now read the report.

Thank you, Craig. I, the undersigned, duly appointed inspector of election of Provident Financial Holdings, Inc. company, do hereby certify that the Annual Meeting of Shareholders of the company was held virtually on Thursday, November 21, 2024, 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 6,769,247 shares of common stock of the company. There were present at the meeting virtually or by proxy, the holders of 5,553,509 shares of common stock of the company, representing 82.04% 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 Judy A. Carpenter and William E. Thomas as directors of the company. For Judy A. Carpenter; 2,917,024 shares, representing 57.72%; withheld for Judy A. Carpenter was 2,136,713 shares, representing 42.28%. For William E. Thomas; 2,892,854 shares, representing 57.24%; and withheld for William E. Thomas, 2,160,883 shares, representing 42.76%. Accordingly, Judy A. Carpenter and William E. Thomas 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 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. For 2,497,572 shares, representing 49.55%; and against were 2,542,786 shares, representing 50.45%; and abstaining from the vote was 13,379 shares. Accordingly, the proposal described immediately above, having received the unfavorable votes of at least a majority of the votes cast virtually or by proxy at the meeting, was declared to not 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, 2025: For, 5,348,649 shares, representing 96.40% shares; and against was 199,929 shares, representing 3.60%; and abstaining was 4,931 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 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 the certificate and have hereunto set my hand on this 21st day of November 2024. Thank you.

Thank you. The report of inspector confirms that a quorum is and has been in attendance at the virtual meeting for all purposes. It also shows that Judy A. Carpenter and William E. Thomas have been duly elected directors of the company, each to serve for a 3-year term. The 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 not in favor of the approval of the advisory vote on executive compensation and voted in favor of the approval of Deloitte & Touche LLP as the company's independent accountants for the fiscal year ended June 30, 2025. The report of 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 we adjourn the meeting.

I second the motion.

Those in favor signify by saying aye.

Aye.

Aye.

Those opposed, say no. Motion is carried, and the meeting is adjourned.

This concludes the meeting. You may now disconnect.