Regional Management Corp. (RM) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Regional Management Corporation's Annual Meeting of Stockholders. I would now like to introduce the first presenter, Carlos Palomares, Chairman of the Board of Directors of Regional Management Corporation.

Good afternoon. I am Carlos Palomares, Chairman of the Board of Directors of Regional Management Corporation. On behalf of our company, I want to welcome you to our 2021 Annual Meeting of Stockholders. We're holding our annual meeting in a virtual format this year for the safety of our directors, team members and stockholders in light of the continuation of the coronavirus pandemic. We anticipate returning to the in-person meeting format beginning with next year's Annual Meeting of Stockholders. It is 2:30 p.m., and in accordance with the notice of the meeting, I call to order the 2021 Annual Meeting of Stockholders. We're very pleased to have each of you joining us virtually today. A notice of this meeting has been sent or made available to all stockholders, and the notice is also available on your meeting screen. Our general order of business will be to follow the agenda set forth in the notice and to act on the motions to be considered at this meeting. After voting is concluded, we will receive a report from the inspector of election about the vote tabulation. Before introducing the company's directors and executive officers in attendance, I would like to turn the meeting briefly over to the Secretary of the company to explain some of the formalities of the virtual format.

Thank you. As Mr. Palomares mentioned, a copy of the meeting notice may be accessed on your meeting screen. A slide containing the agenda for today's meeting is also available on your meeting screen. Other materials related to the meeting that stockholders may wish to view, including the rules of conduct are also available on the annual meeting screen. Any stockholder wishing to view the company's stockholder list during the meeting may e-mail a request to [email protected]. The request may be made during the pendency of the annual meeting and must include a valid stockholder control number, which can be found in your proxy materials. As the company's corporate secretary, I will make the stockholder list available for review upon any valid request. We have designed the virtual format of this meeting to provide stockholders with the same rights and opportunities to participate as they would at an in-person meeting. For stockholders of record wishing to participate in today's annual meeting, please be sure that you are properly logged into the meeting with your control number as described in our proxy statement and on the virtual meeting website. Stockholders of record may cast or change a vote at today's annual meeting by clicking the Vote Here button on your meeting screen during the period in which the Chairman has opened the polls. If you were a stockholder of record who has previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. Comments concerning the proposals and/or questions may be submitted through the designated field in the virtual meeting portal. Please reference the rules of conduct for further information. Please note that this meeting is being recorded. However, participants are not permitted to use any recording device. With that, I would like to turn the meeting back over to Mr. Palomares.

I would now like to introduce the company's directors and executive officers who are joining us virtually today. In addition to myself, current directors on the line include Jon Brown, Roel Campos, Maria Contreras-Sweet, Mike Dunn, Steve Freiberg, Sandra Johnson, Alvaro de Molina, and Rob Beck, who is also the company's President and Chief Executive Officer. Other executive officers on the line include Harpreet Rana, our Chief Financial Officer; John Schachtel, our Chief Operating Officer; Brian Fisher, our Chief Strategy and Development Officer; Manish Parmar, our Chief Credit Risk Officer; and Catherine Atwood, our General Counsel and Secretary. In light of the fact that Mr. Alvaro de Molina is not standing for reelection, the Board of Directors, acting on the recommendation of the Corporate Governance and Nominating Committee decided in March to reduce its overall size from 9 directors to 8 directors, effective from the date of this 2021 Annual Meeting. Our nominees for election as directors for the ensuing year consists of Rob Beck, Jon Brown, Roel Campos, Maria Contreras-Sweet, Mike Dunn, Steve Freiberg, Sandra Johnson, and myself. I would like to take this opportunity to thank Mr. de Molina for his years of service at the Regional Management Corporation. I would also like to introduce Morris Marshburn and Kelsey Dunn of RSM US LLP, our independent auditor who are attending this live virtual meeting. Mr. Marshburn has the opportunity to make a statement today and is available to respond to any appropriate questions. Finally, I would like to introduce [ Ken Frank ], who is representative of Broadridge Financial Services, who is also attending the live virtual meeting. Mr. Frank will serve as the inspector of election for today's meeting. During the business portion of our meeting, only those stockholders whose names appear of record on our books at the close of business on April 5, 2021, and who are properly logged into the virtual meeting as stockholders of record will be recognized. The secretary of the company will now report on the mailing of the notices of this meeting.

This meeting is held pursuant to a notice of meeting mailed on or about April 16, 2021, to each stockholder of record as of the close of business on April 5, 2021, each of whom is entitled to vote. A list of stockholders entitled to vote at this meeting has been available on company headquarters in accordance with Delaware Law and our bylaws and is available by e-mailing Investor Relations during this meeting at [email protected]. Any request to review the stockholder list must include a valid stockholder control number, which can be found in your proxy materials. All documents concerning the call and notice of the meeting will be filed with the records of the meeting.

This brings us to item 5 on the agenda, which is the determination of a quorum. The bylaws of our company provide that a quorum shall constitute the presence in person or by proxy of the majority of shares entitled to vote at the meeting. Ken Frank of Broadridge Financial Services has been appointed voting inspector and has executed the oath as such. Broadridge Financial Services has been in charge of the collection and tabulation of proxies and the record of stockholders' presence at today's meeting. May I now have the inspector's report on whether we have a quorum present.

Mr. Palomares, we have reviewed the proxies that have been received and have examined the credentials of the stockholders present. There are present at the meeting in person or by proxy, more than 9,886,098 shares of stock, which are entitled to vote. This constitutes a quorum.

Thank you. Since the quorum is present, this meeting may proceed. I would like to express my appreciation to all stockholders who returned their proxies. I would also like to point out that most of the stockholders who returned proxies authorized the persons named in the proxy to vote on all proposals coming before the meeting. The polls are now open, and I will remain -- and will remain open until the conclusion of the matters being presented, at which time, I will give notice that the polls are closed. The next item of business on our agenda is the election of directors. I would like to recognize the secretary of the company and ask her to read the slate of directors as placed before the meeting in the proxy statement and listed on the proxy ballot.

Carlos Palomares, Robert W. Beck; Jonathan D. Brown, Roel C. Campos; Maria Contreras-Sweet; Michael R. Dunn Steven J. Freiberg; and Sandra K. Johnson have been nominated by the Board of Directors to hold office for 1-year terms to end at the 2022 Annual Meeting or until their successors are elected and qualified or until their earlier resignation, removal or death.

Mr. Palomares, I move that this slate of directors be approved.

Mr. Palomares, I second the motion.

I will now ask the secretary if we have received any questions or comments related to this proposal?

No, we have not.

Since there is no discussion, I will call the question on this item. Stockholders virtually present who wish to vote at this meeting should submit their votes via the virtual meeting portal. After voting has been completed on all matters on the agenda, votes will be counted. I will now move to the next item of business, which is ratification of RSM US LLP as the company's independent auditors. Again, I would like to ask the secretary to report on the recommendation of the Board of Directors in this regard.

Mr. Palomares, the Audit Committee of the Board of Directors has appointed RSM US LLP as the company's independent auditors for the current fiscal year, which appointment had been ratified by the Board of Directors, and the Board of Directors ask the stockholders to ratify this appointment.

Mr. Palomares, I move for the ratification of RSM US LLP as the company's independent auditors for the fiscal year ending December 31, 2021.

Mr. Palomares, I second the motion.

I will now ask the Secretary if we have received any questions or comments related to this proposal.

No, we have not.

Since there is no discussion, I will now call the question on this item. Again, those stockholders virtually present who wish to vote at this meeting should submit their votes via the virtual meeting portal. I will now move to the next item of business, which is reapproval of the amended and restated Regional Management Corporation 2015 long-term incentive plan. Again, I would ask the Secretary to report on the recommendations of the Board of Directors in this regard.

Mr. Palomares, the Compensation Committee of the Board of Directors and the full Board of Directors have approved the amendment and restatement of the Regional Management Corp. 2015 long-term incentive plan. And the Board of Directors has asked the stockholders to reapprove the Regional Management for 2015 long-term incentive plan as amended and restated.

Mr. Palomares, I move the reapproval of the Regional Management Corp. 2015 long-term incentive plan as amended and restated.

Mr. Palomares, I second the motion.

I will now ask the Secretary if we have received any questions or comments related to this proposal.

No, we have not.

Since there is no discussion, I will now call the question on this item. Again, those stockholders virtually present who wish to vote at this meeting should submit their votes via the virtual meeting portal. I will now move to the final item of business which is the advisory vote to approve executive compensation. Again, I would ask the Secretary to report on the recommendation of the Board of Directors in this regard.

Mr. Palomares, the Compensation Committee of the Board of Directors and the full Board of Directors have approved the compensation of the company's named executive officers and the Board of Directors has asked the stockholders to vote for the approval of the nonbinding advisory resolution approving the compensation of the company's named executive officers.

Mr. Palomares, I move for the approval of the nonbinding advisory resolution approving the compensation of these named Executive Officers.

Mr. Palomares, I second the motion.

I will now ask the secondary if we have received any questions or comments related to this proposal.

No, we have not.

Since there is no discussion, I will now call the question on this item. Again, those stockholders virtually present who wish to vote at this meeting should submit their vote via the virtual meeting portal. [Voting]

I declare that the polls are now closed on all items of business. I will now ask the inspector of elections to report on the vote.

Mr. Palomares, on the motion for the election of directors to 1-year terms, the 8 persons who received the highest number of affirmative votes cast by the holders of voting securities of the company's present, in person or represented by proxy and entitled to vote are, Carlos Palomares; Robert W. Beck; Jonathan D. Brown; Roel C. Campos; Maria Contreras-Sweet; Michael R. Dunn, Steven J. Freiberg; and Sandra K. Johnson.

Thank you. The proposed slate of directors has been elected. I would now ask the inspector to report on the vote of the ratification of RSM US LLP as the company's independent auditor for the fiscal year ending December 31, 2021.

Mr. Palomares, in excess of a majority of the votes cast at the meeting were voted in favor of the ratification of RSM US LLP, as the company's independent auditors for the fiscal year ending December 31, 2021.

Thank you. The appointment of RSM US LLP as the company's independent auditors for the fiscal year ending December 31, 2021, has been ratified. I would now ask the inspector to report on the vote on the reapproval of the Regional Management Corporation 2015 long-term incentive plan as amended and restated.

Mr. Palomares, in excess of the majority of the votes cast at the meeting were voted in favor of the reapproval of the Regional Management Corp. 2015 long-term incentive plan as amended and restated.

Thank you. The reapproval of the Regional Management Corporation 2015 long-term incentive plan as amended and restated has been approved. I would now ask inspector to report on the advisory vote to approve executive compensation.

Mr. Palomares, in excess of the majority of the votes cast at the meeting were voted in favor of the nonbinding advisory resolution approving the compensation of the company's named Executive Officers.

Thank you. The results of the proposals will be incorporated into the minutes of this meeting. That completes our official business agenda. And I now declare the meeting adjourned. We will now entertain any questions submitted via the virtual meeting portal.

Mr. Palomares, no questions have been submitted.

As no questions have been raised, this concludes today's webcast.

Thank you. Regional Management Corporation's Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now leave.