Quaker Chemical Corporation (KWR) Earnings Call Transcript & Summary

Good afternoon and welcome to the Quaker Houghton 2020 Annual Shareholders Meeting. At this time, I would like to turn the conference over to Michael Barry, Chairman, Chief Executive Officer and President of Quaker Houghton.

Thank you, and good afternoon, everyone. Before we begin the formal portion of the meeting, I'd like to provide a few remarks on the global coronavirus pandemic. This is, first and foremost, a human crisis and for Quaker Houghton, our top priorities are to protect the health and safety of our colleagues and our customers, while ensuring our business continuity to meet customer needs. On behalf of Quaker Houghton's executive leadership team, I want to take this opportunity to extend a special thanks to all Quaker Houghton colleagues globally for working through these very unusual and challenging circumstances, to ensure our businesses continue to operate and for keeping our customers satisfied. I'd like also to extend thanks to the health care professionals globally who have been and are fighting to contain the virus, along with the first responders and all essential workers. Quaker Houghton reported its first quarter 2020 earnings results earlier this week on the 11th and held its investor conference call yesterday to discuss its first quarter performance. So I'll not be providing a formal presentation on any financials or making any additional comments on the impact of global coronavirus pandemic. I encourage all of our shareholders to visit the Investor Relations portion of the company's website at investors.quakerhoughton.com, to view the latest press release and listen to an archived webcast for the first quarter investor conference call. On behalf of the entire Board, our executive leadership team and colleagues, I would like to thank you for attending our annual meeting of shareholders. We are pleased to conduct our annual meeting virtually via the Internet. Going forward, we anticipate that our annual shareholder meetings will continue to be conducted virtually. Please note that this meeting is being recorded. However, no one who is attending via webcast is permitted to use any audio recording device. As is our custom, we will conduct the business portion of our meeting first and answer any questions at the end of the meeting. However, shareholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from shareholders should pertain to the proposals being considered at that particular time. I call the meeting to order. As Chairman, I will act as the presiding officer of the meeting. Robert Traub, Senior Vice President, General Counsel and Corporate Secretary of the corporation will act as secretary of the meeting. I'm pleased to welcome all of our Board members to our virtual meeting. Detailed information about their service on Quaker Houghton's Board and relevant business experience is available in the company's proxy statement filed with the SEC and available on the Investor Relations portion of the company's website at investors.quakerhoughton.com. As noted in our proxy statement for today's meeting, Bob Chappell reached the retirement -- normal retirement age of 72 pursuant to the company's guidelines in September 2017 and did not stand for reelection this year. I'd like to take a few moments to recognize Bob for his many years of dedicated and exceptional service as director of Quaker Houghton. Bob was first elected to Quaker House Board in 1997. During his 23-year tenure, in addition to his service on the Board, he served as Chair of the Governance Committee for the last 14 years and also served as a member on the executive and compensation and management development committee. With his strong compliance and business acumen, leadership skills and extensive experience at a myriad of governance topics, Bob has been an invaluable resource to Quaker Houghton for these many years. It is with great pleasure that we honor Bob today and express our sincere thanks to him for his loyalty, expertise and innumerable contributions during his many years of service to Quaker Houghton. We wish Bob all the best in the years ahead as he pursues new and exciting endeavors. At the Board meeting earlier this morning, Bob was named as Director Emeritus of the company in recognition of his long-term service and extensive contributions to Quaker Houghton. Also at the Board meeting earlier today, Charlotte C. Decker was elected to the Board of Directors and will be up for election at the 2021 Annual Meeting of Shareholders. Ms. Decker brings a tremendous amount of IT experience to the Board from various IT roles in the health care and automotive industries. Welcome, Charlotte. I would now like to introduce Anna Hagberg, a representative from Broadridge Financial Solutions, the company's proxy distribution agent, who has been appointed to serve as the judge of elections for today's meeting and any adjournment. Ms. Hagberg has executed and presented the customary oath of the judge of election. And lastly, Mike Mignogna and Katie Wall, representatives of PricewaterhouseCoopers LLP that's Quaker Houghton's independent registered public accounting firm, are in attendance as well. At this meeting, we will make forward-looking -- we may make forward-looking statements, which are subject to certain risks and uncertainties. Please see our filings in the Securities and Exchange Commission for more information on the risks that could cause our actual results to differ materially from these forward-looking statements. The meeting has been called pursuant to the notice dated March 31, 2020, and sent to all shareholders of record as of the close of business March 4, 2020. The notice has stated the date, time, meeting purpose, along with the web address for participating in today's virtual meeting. The secretary has the list of holders of record of our common stock, which is available for inspection during this meeting by any shareholder on the website used to access this meeting. The judge of election has advised us that based on proxies presented before the meeting, a quorum exists for each matter to be voted upon. I, therefore, declare this meeting duly convened. A copy of the notices, proxy statement and the formal proxies as well as the affidavit of distribution of Broadridge Financial Solutions shall be made part of the record of this meeting. It is now appropriate to proceed to the items of business set forth in the notice of the annual meeting of shareholders dated March 31, 2020. In order to save time, I will present the items of business to be voted on and ask that you refrain for comment until the proposals have been presented. First, the election of directors, namely Donald Caldwell, Robert Rock and Ramaswami Seshasayee as Class I directors to serve a term of 3 years ending with the annual meeting of shareholders in 2023, each to serve as a director of the corporation until the end of his term or until his successor is duly elected and qualified. Second, the approval, on an advisory basis, the compensation of our named executive officers as described in the CD&A section and the accompanying compensation tables and narrative disclosures contained in the proxy statement. And third, the ratification of the appointment of PricewaterhouseCoopers, LLP as the corporation's independent registered accounting firm for 2020. The Board of Directors has recommended that shareholders vote in favor of each of these proposals. All of them are explained in detail in the proxy statement. And accordingly, I will dispense with any preliminary explanation. If any shareholder would like to make a comment regarding any of the items of business, please submit your comment through the web portal. At this time, any shareholders that are logged on and who have not already submitted a proxy and wish to vote their shares may do so now by clicking on the Vote Here button on your screen. [Voting]

At this point, the polls are now closed. I now ask that the judge of election to report the preliminary results of voting.

I report the results of the voting as follows: I declare that Donald R. Caldwell, Robert H. Rock; and Ramaswami Seshasayee have been duly elected as Class I directors to serve as directors for a term of 3 years that ends with the annual meeting of shareholders in 2023. The compensation of the executive officers as described in the CD&A section and the accompanying compensation tables and narrative disclosures contained in the proxy statement has been approved on a nonbinding basis. And the appointment of PricewaterhouseCoopers, LLP as the corporation's independent registered public accounting firm for the year 2020 has been approved and confirmed.

Thank you, Anna, and thank you for attending today's meeting. The judge of election will execute a certificate as to the final results of the voting that will be filed along with the minutes of this meeting. The final voting results will be filed with Securities and Exchange Commission on a Form 8-K. There being no further business, the meeting is adjourned. Now we would like to open up things up for shareholder questions. We will take shareholder questions that are being entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed.

Mike, there's currently no active questions.

Okay. As there are no questions germane to meeting, I would like to thank everyone for joining us today at Quaker Houghton's 2020 Annual Meeting of Shareholders. Enjoy the rest of your day, and please stay healthy and safe.

Ladies and gentlemen, this does conclude the program, and you may all disconnect. Everyone, have a great day.