Somero Enterprises, Inc. (SOM) Earnings Call Transcript & Summary

Hello, and welcome to the Somero Enterprises 2025 Annual General Meeting. [Operator Instructions] Please also note, today's event is being recorded. I would now like to turn the meeting over to Mr. Robert Scheuer, Chairman of the Board. Mr. Chairman, please go ahead.

Thank you. Good morning, ladies and gentlemen. Welcome to this Annual General Meeting of Somero Enterprises, Inc., in which all shareholders are entitled to be present and vote on the resolutions to be proposed at the meeting. The quorum for an Annual General Meeting is 1/3 of the outstanding voting shares of the company in person or by their duly appointed proxy and entitlement to vote. As a requisite quorum is present, I declare the meeting open. Assuming that everyone has a copy of the notice convening the meeting, with your permission, we will take the notice convening the meeting as read. Is this agreed? All agreed, say aye.

Aye.

Aye.

Aye.

All opposed say no. We will now proceed to convene the meeting as scheduled. The item on the agenda for today's meeting is for shareholders to consider and, if thought fit, pass the following resolutions in the form set out in the notice convening this meeting: one, to ratify the director's report and the annual report and the company's audited financial statements for the year ended December 31, 2024; two, to ratify the directors' remuneration report for the year ending December 31, 2024; three, to reelect me, Bob Scheuer, as a Class I Director; and four, to ratify the appointment of Whitley Penn LLP as the auditors of the company for the fiscal year ending December 31, 2025. I will now put the resolutions to the meeting. As the company is a Delaware corporation, in accordance with the company's bylaws, the outcome of the resolutions shall be determined by a majority vote provided that the resolutions relating to reelection of directors shall be determined by plurality vote. I will announce the results of the proxy votes received on each resolution. If any shareholder present at the meeting has not previously delivered a proxy, please let me know, and we will also take account of votes represented by your shares as appropriate. I now propose resolution #1, to ratify the director's report and the annual report and the company's audited financial statements for the year ended December 31, 2024 as stated in the form set out in the notice convening this meeting. I would ask Tom Anderson to second the resolution.

Second.

The proxy votes received regarding this resolution were: 20,100,531 for; 3,870 against; 525,699 votes withheld; 0, Chairman's discretion.

I declare the resolution carried. I now propose resolution #2, to ratify the directors' remuneration report for the year ended December 31, 2024 as stated in the form set out in the notice convening this meeting. I would ask Anne Ellis to second the resolution.

Second.

The proxy votes received regarding this resolution were: 20,211,148 for; 416,267 against; 2,685 votes withheld; and 0, Chairman's discretion.

I declare the resolution carried. I now propose resolution #3, to elect me, Bob Scheuer, as a Class I Director as stated in the form set out in the notice convening this meeting. I would ask Larry Horsch to second the resolution.

I second.

Proxy votes received regarding this resolution were: 20,293,058 for; 332,249 against; 4,793 votes withheld; 0, Chairman's discretion.

I declare the resolution carried. I now propose resolution #4, to ratify the appointment of Whitley Penn LLP as the auditors of the company for the fiscal year ending December 31, 2025 as stated in the form set out in the notice convening this meeting. I would ask Enzo LiCausi to second the resolution.

I second.

Proxy votes received regarding this resolution were: 15,600,952 for; 1,600,870 against; 3,428,278 votes withheld; Chairman's discretion, 0.

I declare the resolution carried. Ladies and gentlemen, that concludes the business of the meeting, and I thank you for your attendance here this morning. I will now hand it over to the operator.

[Operator Instructions] We will now turn it back to management for questions.

There are no questions at this time. With that, I'll hand it over to Tim Averkamp for some closing remarks.

Thank you to our shareholders for your continued trust and to our employees for your dedication and hard work. In my first 60 days as CEO, I've had the opportunity to listen, learn and engage deeply with our teams and our customers. What stands out most is our strong culture of partnership. We don't just serve our customers. We collaborate with them. Through close consultation and a deep understanding of their needs, we're helping them solve real-world challenges with innovative tailored solutions. I'm truly excited about the road ahead. We remain committed to delivering long-term value through customer focus, innovation and strong trusted relationships. Thank you, and have a great day.

Thank you, sir. The conference has now concluded. We thank you all for attending today's presentation. You may now disconnect your lines.