STAG Industrial, Inc. (STAG) Earnings Call Transcript & Summary

Good afternoon, and welcome to the STAG Industrial 2021 Annual Meeting of Stockholders. I would now like to introduce Ben Butcher, President, Chief Executive Officer and Chairman of the Board of STAG Industrial.

Thank you. It's my pleasure to host you today at this virtual meeting. Stockholders are attending through a web portal announced in our proxy materials. As is our custom, we will conduct the business portion of our annual meeting first, and upon adjournment, there will be a period of general discussion and questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to 1 or 2 questions. No one attending the meeting is permitted to use any device to record the proceedings. This year's meeting was scheduled to be held at 1:00 p.m. Eastern Time today. It being shortly after 1:00 p.m., I call the meeting to order. I would also like to introduce the other company representatives present; Bill Crooker, Chief Financial Officer; Jeff Sullivan, General Counsel, who is serving as Inspector of Election and Secretary for this meeting; Matts Pinard, Senior Vice President of Investor Relations. Representatives of PricewaterhouseCoopers, our independent registered public accountants are also present including our audit partner, Stephen Karns. The Board fixed the record date for determining holders of shares of common stock entitled to vote at this meeting as of the close of business on March 11, 2021. An affidavit held by the Inspector of Elections attest the notice regarding interest availability of proxy materials being mailed to all stockholders of record beginning on or about March 24, 2021. The affidavit and the formal proxy will be filed with the minutes of this meeting. The formal proxy and the proxy statement were available on the Internet. They're also available in print to any stockholder who requested physical delivery of them. The purpose of this meeting -- purposes of this meeting are: first, to elect 9 directors of the company to serve until 2022 annual meeting of stockholders and until their successors are duly elected and qualified; second, to ratify the appointment of PricewaterhouseCoopers as the independent registered public accountants of the company for the fiscal year ending December 31, 2021; and third, to approve by nonbinding vote, executive compensation. Jeff, as the Inspector of Elections, has subscribed his oath of office and has submitted his report for attendance. As of the record date, there were a total of 159,082,448 shares of common stock outstanding and entitled to vote at this meeting. Under the company's organizational documents, the presence in person or by proxy of at least the majority of the outstanding votes entitled to be cast at this meeting constitutes a quorum. Only outstanding shares of common stock are entitled to be voted at this meeting. Present by proxy at this meeting are 139,556,194 shares of common stock or about 88% of the voting power of outstanding shares of common stock. Accordingly, a quorum is present and the meeting is duly convened. The polls for each matter to be voted on this meeting are open and will close immediately before the adjournment of the meeting's business. Now we will conduct the formal business of the meeting as set forth in the notice of the meeting. During the conduct of the formal business, questions and comments should pertain to the 3 proposals under consideration. The first item of business is the election of 9 directors to serve until 2022 annual meeting of the stockholders and until their successors are duly elected and qualified. The Board of Directors has nominated Ben Butcher, Jit Kee Chin, Virgis Colbert, Michelle Dilley, Jeff Furber, Larry Guillemette, FX Jacoby, Chris Marr and Hans Weger. Nominees are currently serving as directors of the company, and the Board of Directors has recommended that the stockholders elect these nominees. The next item of business is a proposal to ratify the appointment of PricewaterhouseCoopers as independent registered public accountants of the company for the fiscal year ending December 31, 2021. A representative of PricewaterhouseCoopers is available to answer proper questions by stockholders. The last item of business is the advisory nonbinding vote to approve executive compensation. If any stockholder would like to make a comment or ask a question regarding any of these 3 proposals, please submit your comment or question through the web portal.

So we do not have any comments regarding the 3 proposals.

Thank you, Jeff. There being no comments or questions, we'll move on. As stated already, the polls are open. Stockholders who have not yet voted or wish to change their votes may do so by clicking on the voting button in the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or internet and who do not want to change their votes do not need to take any further action with respect to any of the matters to be voted on today. We will pause momentarily for any further voting to occur. [Voting]

Now that everybody has an opportunity to vote, I declare the polls closed for the STAG Industrial 2021 Annual Meeting of Stockholders. We will now wait a moment for the Inspector of Elections to complete his preliminary tabulation. Jeff, do we have preliminary voting results?

We do.

Thank you, Jeff. Preliminary voting report shows the nominees for the election to the Board have been elected, the appointment of PricewaterhouseCoopers has been ratified, and executive compensation has been approved by advisory vote. We'll report the final voting results in a Form 8-K to be filed within 4 business days. There being no further business to come before the meeting, the formal part of the meeting is concluded and the annual meeting of stockholders is adjourned. We would now like to open up the meeting to questions submitted through the web portal. Are there any questions?

Yes.

So the first question is from [ Joel Goodman. ] I'm impressed with your operation, and thank you all for your high standards. What is your opinion of other warehouse REITs? And do they do anything better than STAG? Do you communicate with those corporations?

So the other warehouse REITs each have their own strategies. They're differentiated slightly from ours, more involved in development than we are. But they're all, I think, admirable companies, and we do talk to them regularly. There is a -- for instance, the CFOs of most of the industrial REITs meet either virtually or in person to conform business standards. But there -- so there is communication. We communicate on a variety of ways and issues. Thank you for your question. Jeff, any other questions?

Yes, there's 1 additional question, and this is from [ Derek Adame. ] Mr. Chairman, the carpenter pension funds hold a total of 83,440 shares of the company's common stock. As long-term investors, we strongly believe that the company's executive compensation plan should be designed primarily to drive the successful execution of the Board's long-term strategic plan. Today's public company executive compensation plans are largely formulaic peer-related plans with simplistic annual say on pay voting reinforcing plan homogeneity. Would you or the Chair of the Compensation Committee speak to whether STAG Industrial might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan?

So I think it is important that we look at both short and long term incentives. And our short-term compensation plans are -- have a significant portion of that compensation related to short-term goals with regard to things like, i.e., profitability in terms of core FFO per share, same-store NOI, leverage, et cetera. So our short-term plan certainly has some STAG-specific metrics in it to determine that compensation. Our longer-term plan is that our 3-year rolling plans that are related in large part to our relative performance versus a variety of indexes including REITs in general as well as industrial REITs. And we think it's important that, that compensation, which has a large relative component to it is a good way of testing and rewarding executive performance and company performance.

No other questions.

Thank you for the question, and thank you for both of you for questions. I believe that is all the questions that we have today. And with that, we conclude the meeting. Thank you again for attending, and we look forward to seeing you all at next year's meeting.

Thank you. The STAG Industrial 2021 Annual Meeting of Stockholders has come to an end. Thank you for attending. You may now disconnect.