Selective Insurance Group, Inc. (SIGI) Earnings Call Transcript & Summary

Good morning, and welcome to Selective Insurance Group, Inc.'s 2021 Annual Meeting of Stockholders. I would now like to introduce Gregory Murphy, Chairperson of the Board.

Good morning. I'm Gregory Murphy, Nonexecutive Chairperson of the Board of Directors of Selective Insurance Group, Inc. On behalf of our Board, our management team and employees, I would like to thank you for attending our 2021 Annual Meeting of Stockholders. Again this year, due to the COVID-19 pandemic, the annual meeting will be held via a live audio cast in order to provide a safe experience for our stockholders and employees. I call the 2021 Annual Meeting of Stockholders of Selective Insurance Group, Inc. to order. We will conduct this meeting according to the agenda and the rules of conduct provided on the web portal. With us today are 17 directors nominated for election. First, our 4 directors appointed to the Board in September 2020; Ainar D. Aijala, Jr., Lisa Rojas Bacus, Wole C. Coaxum, and Stephen C. Mills. These appointments reflect Selective's commitment to director succession, enhancing diversity, building a culture of innovation and delivering a superior customer experience. The new directors bring a wide range of skills and experience from their respective careers in sales, branding and digital marketing, finance, fintech and digital platforms as well as corporate development. They've already begun contributing valuable insights and expertise to help drive the company's strategic objectives. The remaining director nominees are; John C. Burville, Terrence W. Cavanaugh, Robert Kelly Doherty, John J. Marchioni, Thomas A. McCarthy, H. Elizabeth Mitchell, Michael J. Morrissey, myself, Gregory E. Murphy; Cynthia S. Nicholson, William M. Rue, John S. Scheid, J. Brian Thebault, and Philip H. Urban. We are also joined here today by Michael Lanza, Executive Vice President, General Counsel and Chief Compliance Officer; Mark Wilcox, Executive Vice President and Chief Financial Officer; Suzanne Soos and Kevin Brown of KPMG, LLP, the company's independent registered public accounting firm; and Louis Larsen and Janice Castillo representatives of Broadridge Financial Services, who are serving as Inspector of Elections and took their oath of office, which will be reflected in this meetings records. Robyn Turner, the company's Corporate Secretary, will act as Secretary of the Meeting and will report on the mailing of the notice of this meeting, the presence of a quorum and the procedures will follow.

Thank you, Mr. Chairperson. This meeting is being held pursuant to the notice of the meeting and proxy statement mailed on March 24, 2021, to each stockholder of record as of the close of business on March 5, 2021, in accordance with the company's bylaws. The count of shares currently indicates that not less than 54,589,298 shares of the company's common stock are present in person or by proxy at this meeting. This is approximately 91% of the company's outstanding shares of common stock. A quorum is present and the meeting may proceed. A list of stockholders entitled to vote is available during the meeting by clicking Registered Shareholder List in the footer of the web portal. All documents concerning this meeting's call and notice will be filed with the records of the meeting. The agenda and rules of conduct and procedures are provided on the virtual meeting platform. Only stockholders of record as of March 5, 2021, or their valid proxy holders, may ask questions in the designated field on the web portal. Questions on the specific proposals will be taken through the question-and-answer section of the web portal when each proposal is introduced. When all proposals have been presented, if you wish to vote or change your previously submitted vote, please click on the voting button on the web portal and follow the instructions there. After the close of voting and the conclusion of the formal meeting, we will have a general question-and-answer session. Please save your general questions for the question-and-answer session. The first proposal to be voted on is the election of the 17 directors nominated for a 1-year term expiring at the 2022 Annual Meeting of stockholders, and until their successors are duly elected and qualified. Ainar D. Aijala, Jr., Lisa Rojas Bacus, John C. Burville, Terrence W. Cavanaugh, Wole C. Coaxum, Robert Kelly Doherty, John J. Marchione, Thomas A. McCarthy, Stephen C. Mills, H. Elizabeth Mitchell, Michael J. Morrissey, Gregory E. Murphy, Cynthia S. Nicholson, William M. Rue, John S. Scheid, J. Brian Thebault, and Philip H. Urban.

The company's bylaws permit the nomination of directors by stockholders only by prior and proper written notice to the company. There were no such nominations, so the nominations are now closed. The Board of Directors has recommended a vote in favor of Proposal 1. If any stockholder would like to ask a question regarding Proposal 1, please submit your question through the web portal.

The second proposal to be voted on is the approval on an advisory basis of the 2020 compensation of the company's named executive officers.

The Board of Directors has recommended a vote in favor of Proposal 2. If any stockholder would like to ask a question regarding Proposal 2, please submit your question through the web portal.

We do have a compensation related question that I will read. It is from Cindy Williams. Mr. Chairman, the Carpenter Pension Funds that have a collective ownership position of 234,600 shares of the company's common stock. As long-term investors, we believe the executive compensation plan should be designed to drive the successful execution of the company's long-term strategic business plan. At the 2019 Annual Meeting, we asked about the relatively small percentage of the named executive officers' compensation delivered in the long-term component of the plan. Today, a high percentage of the officers' compensation is delivered in the form of cash versus stock. These 2 planned features don't appear to be market practice. Could you or the Chair of the Compensation committee speak to the rationale for these 2 components of the executive compensation plan? Thank you.

Yes. So thank you for your investment in Selective and for your question. Yes, I'll address your question. Obviously, the compensation committee, which is an independent group of the Board and has a compensation consultant from the outside, reviews all of the plans of Selective Insurance Group and feels that those plans are in line with market conditions. And I would tell you that the split between LTIP and the cash portion, our cash portion is somewhat higher because of the significant outperformance of Selective from both a total return standpoint as well as our return on equity and growth. So because of our great performance, a fair amount of our pay has been based on the annual cash incentive plan.

The third proposal voted on is the approval of the amended and restated Selective Insurance Group, Inc. Employees Stock Purchase Plan 2021.

The Board has recommended a vote in favor of Proposal 3. If any stockholder would like to ask a question regarding Proposal 3, please submit your questions through the web portal.

The fourth proposal to be voted on is the ratification of the appointment by the Audit Committee of the Board of Directors of KPMG, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Representatives of KPMG, LLP, are available to respond to appropriate questions from stockholders.

The Board of Directors has recommended a vote to favor Proposal 4. If any stockholder would like to answer a question regards Proposal 4, please submit your question through the web portal.

No additional shareholder proposals were received, and there are no additional matters to be voted upon at this meeting.

If there are no further questions regarding proposals, we will now proceed to the vote on the agenda items. The polls are now open. [Voting]

If any stockholder present has not cast a vote, you may do so by clicking on the voting button on the web portal and follow the instructions there. If you previously voted by proxy, it is not necessary to vote again unless you wish to change your vote. A change in vote will revoke any prior proxy that you may have previously submitted. There being no further votes, I now declare the polls closed for voting. Will the Secretary please report the preliminary results of the voting on the 4 agenda items.

The Inspectors of Election have reported that the votes on Proposal 1 have been counted, and a majority of votes cast were voted in favor of each nominee to the Board. The votes on Proposal 2 have been counted, and a majority of votes cast were voted in favor of the approval on an advisory basis of the 2020 compensation of the company's named executive Officers. The votes on Proposal 3 have been counted, and a majority of votes casts were voted in favor of the approval of the amended and restated Selective Insurance Group, Inc. Employees Stock Purchase Plan 2021. The votes on Proposal 4 have been counted, and a majority of these casts were voted in favor of the ratification of the appointment by the Audit Committee of the Board of Directors of KPMG, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Based on the report of the Inspectors of Election, I hereby declare; one, that the stockholders have duly elected the nominees for directors; two, that the stockholders have approved, on an advisory basis, the 2020 compensation of the company's named executive officers; three, that the stockholders have approved the amended and restated Selective Insurance Group, Inc. Employees Stock Purchase Plan 2021; and, four, that the stockholders have duly ratified the appointment of KPMG, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Mr. Chairman, the Inspectors of Election will execute a final report as to the voting results, which will be filed in the records of the company together minutes of this meeting. The final tabulation of these votes will be filed with the Securities and Exchange Commission.

If there's no other business, this concludes the formal portion of the annual meeting. The 2021 Annual Meeting of Stockholders is hereby adjourned. John Marchioni, the company's President, Chief Executive Officer and I, as well as Mark Wilcox will respond to general questions. Anyone wishing to address the meeting should ask questions in the designated field on the web portal.

We have a question from Cindy Williams. Mr. Chairman, the topic of stakeholder capitalism as an alternate to shareholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenter Funds appreciate the sentiments embodied in the stakeholder capitalism perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism, and what principles the Board would use to balance the interest of various stockholders as it develops and implements the company's long-term business strategy? Thank you, Mr. Chairman.

This is John Marchioni, and I'll handle that question. And we really appreciate the question, and I think we recognize the recent heightened focus on stakeholder capitalism. What I will say about that, from the Board's perspective and from management's perspective, if you look back over the long term, our focus has always been on serving and delivering great results for all of our key stakeholders. And I'll put them into 4 groups, the first 1 being our employees. And the success with regard to delivering for our employees is measured through employee engagement and employee turnover or lack of turnover. Second key stakeholder group for us is our distribution partners, and we measure success with that group in terms of their continued and consistent growth and profitability with us. The third key stakeholder that we serve is our customers. And our customers, we measure success through retention, Net Promoter Scores and overall satisfaction scores. And our fourth key stakeholder, obviously, are our shareholders. And I think, over the last decade, what you've seen is that our ability to deliver great results for those first 3 groups of stakeholders allows us to deliver great results on a consistent basis for our shareholders. And I think that's our -- that's the balance we've always struck, and that will be the balance that we continue to focus on moving forward.

Any other question, Turner?

No other questions.

All right. No other further questions, so thank you for attending. On behalf of our Board, our management team and employees, please stay safe and well.

Thank you for attending today's meeting. The 2021 Annual Meeting of Stockholders has now concluded. You may now disconnect.