Ranpak Holdings Corp. (PACK) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Ranpak Holdings Annual Stockholders Meeting. I will now turn the program over to Chairman and Chief Executive Officer, Omar Asali.

Thank you. Good morning, everyone. At this moment, I will call the meeting to order. I'm Omar Asali, Chairman of the Board and Chief Executive Officer of Ranpak Holdings Corp. I'll be presiding at this meeting. Along with my fellow directors and executive officers of the company, I'd like to welcome all of you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of Ranpak. This Annual Meeting of the Stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. This morning, you are all participating in the meeting virtually. Stockholders may submit questions at any time during the meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask us questions will be given an opportunity to do so following the meeting. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. This morning, I'd like to introduce the directors of Ranpak, who are in attendance today. We welcome Michael Jones, our Vice Chairman; Thomas Corley; Michael Gliedman; Robert King; Steve Kovach; Salil Seshadri; Alicia Tranen; and Kurt Zumwalt. The Ranpak executives who are in attendance with me are Bill Drew, our Interim Chief Financial Officer; Michele Smolin, our Vice President, General Counsel and Assistant Secretary; and David Murgio, our Chief Sustainability Officer and Secretary. Additionally, 2 of our directors who are present, Michael Jones and Michael Gliedman, are both also Ranpak executives and serve as our Managing Director in North America and our Chief Technology Officer, respectively. In accordance with our bylaws, I'll act as Chairman of the meeting, and David Murgio will act as secretary of the meeting. In addition, the Ranpak Board of Directors has appointed David to serve as the independent inspector of the election for this meeting. I request that he include his oath of office in the minutes of this meeting. Will the secretary please report on the proof of notice of meeting?

Thank you, Omar. I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of April 2, 2020, the notice of Internet availability of proxy materials, all of which Broadridge commenced distributing to stockholders on April 14, 2020. I also have a copy of Ranpak's annual report on Form 10-K for the fiscal year 2019, which includes financial statements certified by Deloitte. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting. An electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing together with the attachments thereto and the 2020 Annual Report will be filed with the minutes of this meeting.

David, as secretary, will you please present the list of the company's stockholders as of the record date?

Yes. In my possession, I have a list of the holders of record of common stock of the company as of the close of business on April 2, 2020. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. I will file a copy of that -- of the list of stockholders with the records of the company.

David, will you also please present your report of attendance at this meeting, so that we can determine whether a quorum is present?

Of course, Omar. On April 2, 2020, the record date for this annual meeting, there were outstanding entitled to vote a total of 64,339,215 shares of common stock. I have been informed that as of the close of business yesterday, there were 60,493,760 shares of common stock represented by proxy or approximately 94% of all of the shares entitled to vote at this annual meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and, thus, constitute a quorum.

Thank you, David. On the basis of the report of the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is currently 10:05 a.m. on May 28, 2020, and the polls for voting on all matters are open. David, please instruct the shareholders how to vote.

Thank you, Omar. All of Ranpak's stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and inspector of elections will provide his preliminary report.

Okay. We will move now to a review of the proposals. David, can you please review the proposals for the meeting?

Yes. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the 3 Class 1 directors for a 3-year term expiring at the 2023 Annual Meeting of Stockholders. The nominees are Michael Gliedman, Steve Kovach and Alicia Tranen. Information concerning their principal occupations, service as Ranpak Board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. The Board of Directors recommends the election of Mr. Gliedman, Mr. Kovach and Ms. Tranen as Class 1 directors of Ranpak. Are there any questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. The next matter to come before the meeting is the ratification of the appointment of Deloitte as Ranpak's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of Deloitte to serve as Ranpak's independent registered public accounting firm and to audit the Ranpak financial statements for the fiscal year ending December 31, 2020. Are there any questions or comments on this proposal? Seeing none, I would propose, Omar, that we close the polls.

I agree. Please close the polls.

The polls are about to close. So if you have not yet voted, please do so now. [Voting]

Since everyone has had the opportunity to vote, it is now 10:07 a.m., and the polls are closed. The inspector of election has delivered his preliminary report, and I will now announce the preliminary results. Omar, based on the inspector of election's preliminary report, each of the nominees for director received more than 99% of the votes cast in favor of his or her election and, therefore, has been elected as a Class 1 director of Ranpak Holdings Corp. to serve for a 3-year term that will expire in 2023. And the ratification of the appointment of Deloitte as Ranpak's independent registered public accounting firm also received more than 99% of the votes cast in favor. And therefore, that appointment has been ratified. We will file the final report of the inspector of elections with the records of this meeting. We expect to report the final results of voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

Okay. Great. That concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding Ranpak and its business. Please follow the instructions provided on the virtual meeting screen to submit any questions. Seeing none, ladies and gentlemen, thank you for attending this meeting. The meeting is now adjourned.

Ladies and gentlemen, this concludes your call. You may now disconnect your lines.