Pursuit Attractions and Hospitality, Inc. (PRSU) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the special meeting of stockholders of Viad Corporation. [Operator Instructions] I would now like to hand the conference over to your speaker for today, Rich Dozer, Chairman of Viad, Board of Directors. Sir, you may begin.

Good morning, everyone, and welcome to a special meeting of Viad Corp. stockholders. I am Richard Dozer, Chairman of Viad's Board of Directors, and I will serve as the Chairman of this meeting. I want to start by saying that I hope you and your family remain safe and healthy. At Viad, we continue to make every decision with a focus on what's best for our team, clients, guests and stockholders. You can see the agenda and rules of conduct for today's meeting posted on your screen. Overall, the purpose of this Special Committee meeting is to obtain stockholder approval for certain aspects of Crestview's recent investment in Viad. We are proud of this transaction and the confidence Crestview has expressed in our organization and its future. I now call this special meeting of stockholders to order. Joining me today is Steve Moster. Steve is Director and also Viad's President and CEO as well as the President of GES. Also with us is Ellen Ingersoll, Viad's Chief Financial Officer; and Derek Linde, Viad's General Counsel and Corporate Secretary. We will now move to the formal business of the meeting. Derek will submit an affidavit as to the mailing of the notice of this meeting, which I direct to be filed with the records of this meeting. Derek?

I submit this affidavit of distribution that affirms that beginning on September 4, 2020, notice of this meeting and accompanying proxy materials were mailed to stockholders as of the record date which were all also available by Internet or could be obtained by request. The affidavit will be filed with the meeting records. Additionally, I have a record of all Viad stockholders entitled to vote at this meeting as of the close of business on September 2, 2020, which was the record date for stockholders entitled to notice of this meeting. This registered stockholder list has been available for inspection at the company's office, and we have also made this list available to you during this meeting by posting it on the online portal.

Thanks, Derek. The Board has appointed Andrew Wilcox of Broadridge Financial Services as inspector of elections for this meeting, and he is joining us online today. Mr. Wilcox has previously taken an oath of office, which will be made part of the records of this meeting. The Corporate Secretary will now report on the presence of a quorum.

I've been informed by the inspector of elections that the holders of more than 85% of Viad Corp.'s outstanding stock who are entitled to vote at this meeting are present in person, virtually or represented by proxy. Accordingly, a quorum is present and the meeting may proceed.

The Board has recommended that stockholders vote in favor of the following 3 proposals for your consideration at today's meeting. No other matters will be considered. First is the approval for purposes of Section 312.03 of the New York Stock Exchange-listed company manual of the issuance of the subsequent closing shares to Crestview, including the issuance of Viad common stock upon the conversion of any such subsequent closing shares. Next is the approval for the purposes of Section 3.12.03 (sic) [ 312.03 ] of the NYSE-listed Company Manual of various technical features of the preferred stock recently issued to Crestview and any subsequent closing shares, including: one, the issuance of additional shares of Viad common stock upon the conversion of such preferred stock or the subsequent closing shares due to increases on liquidation, preference resulting from any accumulated accretive return and the issuance of the subsequent closing shares; two, certain preemptive rights; and three, certain antidilution adjustments. And the final matter is the approval needed of the adjournment of this meeting to solicit additional proxies if there are currently insufficient proxies to approve the foregoing proposals. The time is now 9:05 Pacific Time on October 7, 2020, and the polls are open for voting on the 3 proposals. If you previously voted by proxy, you do not need to vote again. However, if you would like to vote or if you would like to change your vote, you may vote now by clicking on the button on the portal that says Vote Here. [Voting]

The polls are now closed, 9:06 a.m. on October 7, 2020. I will now ask the inspector of elections, Mr. Andrew Wilcox, to report the results of the voting that were tabulated prior to this meeting. Mr. Wilcox?

Mr. Chairman, please be advised that a substantial majority of the votes cast voted to approve each of the 3 proposals.

Thank you, Andrew. Based on the voting reported by the inspector of elections, the submitted proposals are approved. The company will report the final vote results on Form 8-K, which will be filed with the Securities and Exchange Commission within 4 business days of this meeting. We have finished the formal part of the meeting. Thank you for attending this special meeting and for your continuing support. The meeting is adjourned.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a wonderful day.