Reynolds Consumer Products Inc. (REYN) Earnings Call Transcript & Summary

Good afternoon. I'm Richard Noll, Chairman of the Board of Reynolds Consumer Products, and it is my pleasure to welcome you to our 2021 Annual Meeting of Stockholders. This year, we are hosting our meeting via the Internet in a virtual format due to the public health and safety concerns resulting from the COVID-19 pandemic. Thank you for joining us via the web portal. We appreciate your support of Reynolds Consumer Products. I'll start the formal business of this meeting by introducing Dave Watson, our General Counsel and Corporate Secretary, who will serve as Secretary of this meeting. To continue the introductions, I'd like to recognize the other directors joining us today. Lance Mitchell, who is also our Chief Executive Officer; Gregory Cole, Thomas Degnan, Helen Golding, Marla Gottschalk, Allen Hugli and Ann Ziegler. Thank you all for being here. Other executive officers joining us today are Chief Financial Officer, Michael Graham; and Chief Accounting Officer, Chris Mayrhofer. We are also joined today by Jill Stevenson of PricewaterhouseCoopers, Reynolds' independent registered public accounting firm. The meeting will now come to order. Please note that this meeting is being recorded. Our first action in the general order of business will be to review the motions to be considered. Then we'll vote on those motions. After the voting, we will receive a report on the voting results, which will conclude the formal business of the meeting. We'll then adjourn the meeting and provide time for general questions. [Operator Instructions] So to begin, I will ask Dave Watson to confirm that the notice of this meeting was properly given and to introduce our Inspector of Elections, who will attest to the presence of a quorum.

Thank you, Mr. Noll. The Board of Directors fixed March 31, 2021, as the record date for determining stockholders entitled to vote at this meeting. Reynolds stockholders as of that date were sent a copy of the notice of the annual meeting on or about April 12, 2021. As of the record date, 209,757,984 shares of the company's common stock were outstanding and entitled to vote at this meeting. Broadridge has presented evidence that notice of this meeting was properly given to all stockholders of record as of the close of business on the record date. Gregory Malatia of CT Hagberg LLC has been appointed our independent inspector of election to determine the shares represented at the meeting and the validity of the proxies and ballots, count all votes and determine the results of the voting. I have received Mr. Malatia's written oath of office as inspector. Mr. Malatia, have you determined whether a quorum is present at this meeting?

I have determined that there are stockholders represented at this meeting in person or by proxy, holding common stock representing at least a majority of the votes entitled to be cast at this meeting, which is sufficient for a quorum and for transacting the business of this meeting.

Thank you. The items to be considered at this meeting are the items set forth in detail in the notice of the 2021 Annual Meeting of Stockholders and Proxy Statement of the company and mailed or made available to stockholders of the company on or about April 12, 2021. The next order of business is a description of the 4 matters to be voted on at today's meeting. No stockholders' proposals were submitted in advance of this meeting in accordance with our our bylaws. Item #1, election of directors. The first proposal is to elect 3 directors of the company to serve as directors until the 2024 annual meeting, or until their representative successors shall have been elected and qualified. The members of Class 1 are up for election at this meeting, and the Board of Directors has nominated the following 3 persons each of whom currently serves on our board: Thomas Degnan, Helen Golding and Allen Hugli. In the proxy statement, we provided you with the information regarding the business experience of these individuals. There were no other nominations from stockholders, and the company has an advanced notice provision in its bylaws. Accordingly, all nominations are closed. Our Board of Directors recommends a vote in favor of the election of each of the director nominees. Item #2, appointment of auditors. The second proposal on our agenda is the proposal that the stockholders of the company ratify the appointment of Pricewaterhousecoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. We provided you with information regarding this matter in the proxy statement. Our Board of Directors recommends a vote in favor of this proposal. Item #3, advisory vote on executive compensation. The third proposal on our agenda is the proposal that stockholders of the company approve in an advisory and nonbinding vote the compensation of the named executive officers as disclosed in detail in the proxy statement. We provided you with this information regarding this matter in the proxy statement. Stockholders are asked to vote on the following resolution: resolved that the stockholders approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the compensation discussion and analysis, the compensation tables and the narrative discussion contained in the proxy statement. Our Board of Directors recommends a vote in favor of this proposal. And Item #4, advisory vote on the frequency of future say-on-pay votes. The fourth and final proposal on our agenda is to vote on an advisory basis on the frequency of future advisory votes on the compensation of our named executive officers. Our Board of Directors recommends a vote in favor of holding future say-on-pay votes on an annual basis. Are there any questions at this time pertaining to these issues? And if not, Mr. Watson, may we open the polls.

As I now declare the polls to be open. If there is any stockholder present who has not authorized a proxy to vote and wishes to vote at this time, or who wishes to revoke a proxy previously submitted, you may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies, who voted by telephone or the Internet, and who do not want to change their vote, do not need to take any further action. After the votes have been cast and the polls close, the inspector will announce the preliminary results. [Voting]

Now that everyone has had the opportunity to vote, I announce that the polls for this meeting are closed. Mr. Malatia, will you report the results of the vote?

[Audio Gap] proxy statement nominated at this meeting, Thomas Degnan, Helen Golding and Allen Hugli, have been elected as directors of the company to hold office until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and duly qualified. Two, the appointment of Pricewaterhousecoopers LLP company for the fiscal year ending December 31, 2021, has been ratified. Three, the advisory and nonbinding vote, compensation of the named executive officers as disclosed in the proxy statement has been approved; four, the frequency receiving the most votes for future say-on-pay votes is annual. The company will be reporting the final vote results in a Form 8-K filing within 4 business days after this meeting date.

Thank you. I declare that the proposed slate of directors has been duly elected. The appointment of Pricewaterhousecoopers as our independent registered public accounting firm for the 2021 fiscal year has been duly ratified. Reynolds' executive compensation has been approved by an advisory vote. And the frequency receiving the most votes for future say-on-pay votes is annual. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. The business for which this meeting has been held is now complete, and I declare the meeting formally adjourned. Now I'd like to open the meeting for a few questions. I will now turn the meeting over to Mr. Mitchell, Reynolds' Chief Executive Officer and one of our directors. Our Corporate Secretary, Dave Watson, will be reading the questions. [Operator Instructions] Mr. Mitchell?

Thank you. Well, it appears there are no questions. So on behalf of our Chairman and the Board of Directors, we thank you for joining us today.