Summit Materials, Inc. (SUM) Earnings Call Transcript & Summary

Good day. And welcome to the Summit Materials, Inc. 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Howard Lance, Chairman of the Board of Directors. Please go ahead.

Thank you. Good morning. I'm Howard Lance, Chairman of the Board of Summit Materials. I want to welcome all of you to the annual meeting of stockholders of Summit Materials and call the meeting to order. In accordance with our bylaws, I will act as Chairperson of the meeting. It is now shortly after 8:00 a.m. Mountain time, and this meeting is officially called to order. In response to the COVID-19 global pandemic and because we're sensitive to public health and travel concerns of our stockholders and employees, we're hosting this year's annual meeting in this virtual format. In addition, we believe the format allows us to be more inclusive and reach a greater number of our stockholders. A reminder, if you encounter any technical difficulties during the meeting, please call (800) 586-1548 for assistance. As is our custom, we will propose each item and open the floor for questions following. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. To ask a question, please type it into the Q&A window on your screen and click submit. I would now like to welcome the members of our Board of Directors who have joined today's meeting. On the call are Thomas W. Hill, our Chief Executive Officer; Joseph S. Cantie, Anne M. Cooney, Susan A. Ellerbusch, John R. Murphy; Anne K. Wade and Steven H. Wunning. In addition, I'm pleased to welcome [ Meredith Keeler ], a representative from KPMG LLP, our independent registered public accounting firm. [ Ms. Keeler ] has indicated she does not wish to make a statement, but she is on the line to respond to appropriate questions from stockholders. And I would like to acknowledge other members of our executive management team who are joining, including Brian Harris, our CFO; Anne Lee Benedict, our Chief Legal Officer, who is joining me in running the meeting today. Ms. Lee Benedict will act as Secretary of the meeting. And finally, I'd like to welcome [ David Sadal ], who has taken his oath to act as our Inspector of Election. Agendas and rules of conduct for this annual meeting are available to view or download on the web portal hosting the meeting. So that everyone can participate, we ask everyone to please abide by these rules. As stated in the rules, if you wish to ask a question, please use the designated field on the web portal. Only validated stockholders are permitted to ask questions today. Please limit yourself to one question in order to allow time for everyone to ask a question. Please also note that this meeting is being recorded. However, no one attending via the virtual meeting is permitted to use any audio or computer recording devices. As stated in the rules, we ask that you restrict your remarks to the item of the agenda that is before us. Our secretary has delivered an affidavit of distribution that shows that proper advanced notice of this meeting was given to our stockholders. A copy of the notice of meeting and the affidavit of distribution will be incorporated into our minutes. All stockholders of record at the close of business on March 25, 2020, are entitled to vote at the annual meeting and the list of stockholders of record as of the record date is available for your review by requesting it via the web portal. Please click on the link on the footer of the meeting portal web page to request this list. Our first item of business is to determine whether we have a quorum for the purpose of transacting our business today. Ms. Lee Benedict, do you have a report, please?

Yes. The stockholder list shows that holders of record at the close of business on March 25, 2020, held shares of capital stock entitled to an aggregate of 117,052,510 votes. The inspector of election reports that there are approximately 111,049,639 votes or 95% of the total outstanding voting power represented online or by proxy entitled to vote at this meeting.

Thank you. As holders of a majority of the voting power entitled to vote at this meeting are present via either the web portal or by proxy, this meeting is duly convened. The next item of business is a description of the matters to be voted on at today's meeting. Voting will begin after all proposals have been presented. The first proposal is the election of 2 nominees for director, to serve until the annual meeting of stockholders in 2023 or until their successors have been duly elected and qualified. These 2 nominees receiving the highest number of votes of shares present via the web portal or by proxy will be elected as directors. Board of Directors recommends the election of the following persons as directors of the company. They are John R. Murphy and Steven H. Wunning. Because we have an advanced notice provision in our bylaws, all further nominations are closed. Does anyone have any questions concerning this proposal? If so, please submit your question through the web portal. The next proposal is a nonbinding advisory vote on the compensation of our named executive officers for 2019. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning this proposal? If so, please submit your question through the web portal. The next proposal is the ratification of KPMG LLP as the company's independent registered public accounting firm for fiscal 2020. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning this proposal? If so, please submit your question through the web portal. Because no further business is on the agenda to come before the meeting, we will now move on to voting. If you would like to vote, please do so now by clicking on the "vote here" button on the web portal and follow the instructions in the window. If you previously voted by proxy or via the phone or Internet, you do not need to vote today unless you wish to change your vote. The time is 8:07 a.m. Mountain time, and the polls are now open for each matter to be voted on today, May 19, 2020. [Voting]

The inspector of election will now review any votes made via the meeting portal that is online. Now that everyone has had the opportunity to vote, the polls are now closed at 8:08 a.m. this May 19, 2020. The preliminary vote report will be held in the possession of the inspector of election. Inspector of election will count the votes and provide the preliminary results. I will pause just a moment to allow them time to complete this work. It appears that all votes have been counted, and I now will ask the secretary, Ms. Lee Benedict, to report the preliminary results of the voting.

We have been informed by the inspector of elections that the votes have been counted and that the nominees for election to the Board of Directors have been duly elected, that the company's executive compensation has been approved and that the ratification of KPMG LLP as independent registered public accounting firm for fiscal 2020 has been approved.

Thank you very much, Ms. Lee Benedict. I now declare the official portion of our meeting today adjourned at 8:10 a.m., May 19, 2020. We will now proceed with the informal portion of the meeting. Our Chief Executive, Tom Hill, is on the line, happy to answer any additional questions you might have today. Please use the Q&A window on the meeting portal to submit your question. I'm not hearing that we have any questions that have been submitted, so let me close, and thank you for attending today's meeting. Our program for today has now concluded. We thank you for your time and for your interest and support in Summit Materials. Good day.