Rexford Industrial Realty, Inc. (REXR) Earnings Call Transcript & Summary

Hello, and welcome to the 2024 Rexford Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Good morning, ladies and gentlemen. I'm Richard Ziman, Chairman of the Board of Directors of Rexford Industrial Realty, Inc. It's my pleasure to welcome you to the company's 2024 Annual Meeting of Stockholders, which is being held as a virtual-only meeting this year via live audio webcast. Please note that this meeting is being recorded. Stockholders can submit appropriate questions during the annual meeting by clicking the message icon at the top of your screen, typing the question in the text box provided and then clicking the send icon. Appropriate questions will then be answered by the company in accordance with the meeting rules of conduct within the time allotted during the meeting. Additionally, all questions submitted in accordance with the meeting rules of conduct will be posted on the company's website with answers following the meeting, including any not addressed directly during the meeting. In accordance with our bylaws, I'll act as Chairman of this meeting, and David Lanzer will act as Secretary. The Inspector of Election is Craig Colosso, a representative of Equiniti Trust Company. The Inspector of Election will tabulate all votes and where applicable abstentions. If there are any Internet disruptions on my end, David Lanzer, as the Corporate Secretary is authorized to proceed with the meeting. The secretary of the annual meeting has delivered an affidavit of mailing from Equiniti Trust Company, establishing the notice of the annual meeting was duly mailed commencing April 15, 2024, to all stockholders of record of Rexford Industrial Realty, Inc. as of the close of business on April 4, 2024, the record date for this annual meeting. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of the annual meeting. I've been advised by the Inspector of Election that based on a preliminary tabulation, stockholders entitled to cast a majority of all the votes entitled to be cast at this annual meeting are present in person, virtually or by proxy. I, therefore, declare that a quorum is present and that the meeting is lawfully convened for the purpose of transacting such business as may properly come before it. As you entered the meeting this morning virtually for the live audio webcast, a copy of the conduct of meeting guidelines was made available. To conduct an orderly annual meeting, we ask that participants abide by these guidelines. Should you desire to vote electronically or ask a question during the annual meeting, please follow the instructions previously provided in our proxy statement as implemented on the virtual annual meeting website you're now on. We'll have the opportunity to address properly submitted stockholder questions at an appropriate time during the question-and-answer period, which is scheduled to occur at the end of the annual meeting. After being recognized with the confirmed identity and status as a stockholder or as a representative of a stockholder with a valid proxy, we'll review your submitted questions and respond as appropriate. Thank you for your cooperation. Before we begin with the formalities of the annual meeting, I'd like to introduce the other members of the company's Board of Directors who are with us today. Michael Frankel, the company's Co-Chief Executive Officer; Howard Schwimmer, the company's Co-Chief Executive Officer; and the company's Leading Independent Director, Tyler Rose. Other Independent Directors with us today are Diana Ingram, Angela Kleiman and Debra Morris. We'll now turn to the business of the annual meeting and vote on the items presented in the proxy statement. First, we'll consider the 4 matters to be voted on at this meeting by holders of our common stock, which are described in our proxy statement. We'll vote after all items have been presented and you're entitled to vote if you're a holder of record of our common stock as of the close of business on April 4, 2024, which was the record date or a proxy holder for a stockholder of record as of the record date. The first item to be considered is the election of directors. Each nominee is nominated for a term expiring at the 2025 Annual Meeting and until his or her successor is duly elected and qualified. In order to be elected as a director, a nominee must receive the affirmative vote of a majority of the votes cast, meaning that a nominee will be elected as a director if the number of votes cast for such nominee exceeds the number of votes against such nominee. The proxy statement made available to our common stockholders, contains the name of the following 8 director nominees who are standing for election today. They're Robert Antin, Michael Frankel, Diana Ingram, Angela Kleiman, Debra Morris, Tyler Rose, Howard Schwimmer and myself, Richard Ziman. The second item to be voted on by holders of our common stock is the ratification of the Board's appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG was appointed as our independent registered public accounting firm on February 14, 2024 and is represented today virtually by a conference call by Mr. Todd Refnes. The affirmative vote of a majority of the votes cast is required for the ratification of the selection of KPMG LLP as our independent registered public accounting firm. Again, this means the number of shares voted for Proposal 2 must exceed the number of shares that voted against such proposal. The third item to be voted on by shareholders of our common stock is the advisory resolution to approve the company's executive compensation for the fiscal year ended December 31, 2023, as more fully described in the proxy statement. The affirmative vote of a majority of the votes cast is required for the ratification of the passage of the advisory opinion to approve the company's executive compensation for the fiscal year ended December 31, which means, again, that the number of votes shares voted for Proposal 3 must exceed the number of shares voted against such proposal. The fourth and final item to be voted on by holders of our common stock is whether to approve the Third Amendment and Restated Rexford Industrial, Inc. and Rexford Industrial Realty L.P. 2013 Incentive Award Plan, as more fully described in the proxy statement, which is here and after referred to as the Amended and Restated Incentive Award Plan. The affirmative vote of a majority of the votes cast is required, meaning once again that the number of votes shares voted for Proposal 4 must exceed the number of shares voted against such proposal. The polls are now open, and we'll proceed with a vote. Stockholders who have voted by mail the proxy, telephone or Internet, do not need to vote again unless they wish to change their vote. If you've not already voted or wish to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. After all ballots have been properly submitted, they'll be collected and delivered to the Inspector of Election. When you've completed your online ballot, please submit it through the Equiniti System so that the Inspector of Election can receive it. I'll now pause. [Voting]

Equiniti, please confirm that everyone had an opportunity to cast his or her ballot.

All those wishing to vote have had the opportunity to cast their ballots.

The polls are now closed. I've been advised that the Inspector of Election has completed the preliminary vote count. The Inspector of Election has informed me of the following. Each nominee for the director has received a majority of votes cast for. The proposal to ratify the election of KPMG as the company's independent registered public accounting firm has received the affirmative vote with a majority of the votes cast for. The advisory resolution to approve the company's executive compensation for the fiscal year ended December 31 has received the affirmative vote with the majority of the votes cast for. The proposal to approve the Third Amended and Restated Incentive Award Plan has received the affirmative vote of a majority of the votes cast. Based on these results, I hereby declare, one, each director nominee has been duly elected; two, the selection of KMPG (sic) [ KPMG ] has been ratified; three, the compensation of the company's named executive officers for fiscal year 2023 has been approved by the stockholders on an advisory basis; and fourth, the Third Amendment and Restated Incentive Award Plan is adopted and now effective. This concludes the formal portion of the 2024 Annual Meeting, which is now adjourned. We'll now turn to any questions that have been properly submitted in accordance with the proxy statement. The Board and Meeting Secretary, David Lanzer, will identify any such questions.

I've reviewed the virtual meeting site for stockholder questions and no questions have been submitted.

Thank you, David. That concludes the question-and-answer session, and I want to thank everyone, all of you for attending today's meeting and for your kind interest in Rexford Industrial, Inc. Thank you.