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

Good morning. I'm Howard Lance, Chairman of the Board of Directors of Summit Materials. I want to welcome all of you to the Annual Meeting of Stockholders of Summit Materials and call today's meeting to order. In accordance with our bylaws, I will act as Chairperson of the meeting. It's 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, because we are sensitive to public health, travel concerns of both our stockholders and employees, we're holding this year's meeting virtually. In addition, we believe this virtual format allows us to be more inclusive and reach a greater number of our stockholders. If you do encounter any technical difficulties during the meeting, there is a help portal you can access found on the bottom of your screen. As is our custom, we will propose each item and then open the floor for questions on that item. Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible. [Operator Instructions] I'd like to welcome the members of our Board of Directors who've joined today's meeting. They include Joseph Cantie; Anne Cooney; Susan Ellerbusch; John Murphy; Anne Wade; Steven Wunning; and Anne Noonan, who is also our CEO. In addition, I'm pleased to welcome Travis Dungan, representative from KPMG, our independent registered public accounting firm. Mr. Dungan has indicated he does not wish to make a statement today, but he is on the line to respond to appropriate questions from stockholders. I'd also like to acknowledge members of our senior executive management team who are here, including Brian Harris, our CFO; Chris Gaskill, our Chief Legal Officer; Deon MacMillan, our Chief People Officer; and Karli Anderson, our Head of ESG Program and Investor Relations. They're all joining me in running the meeting today. Mr. Gaskill will act as Secretary of the meeting. Finally, I'd like to welcome [ David Sedall ], who's taken the oath to act as our Inspector of Election. Agendas and rules of conduct for this annual meeting are available to view on the web portal hosting this meeting. So that everyone can participate, we ask everyone to abide by these rules. As stated in the rules, if you wish to ask a question, use the designated field on the web portal. Only validated stockholders are permitted to ask questions. 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 device. As stated in the rules, we ask that you restrict your remarks to the agenda that is before us. Our Secretary has delivered an affidavit of distribution, showing proper attendance and 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 the minutes of the meeting. All stockholders of record at the close of business on March 24, 2021 are entitled to vote at the meeting. And a list of stockholders of record as of the record date is available for your review by requesting it via the web portal. [Operator Instructions] Our first item of business is to determine whether we have a quorum for the purpose of transacting business today. Mr. Gaskill, do you have a report?

Yes. The stockholders list shows that holders of record at the close of business on March 24, 2021 held shares of capital stock entitled to an aggregate of 118,768,470 votes. The Inspector of Elections reports that there are approximately 112,681,140 votes or 94.87% of the total outstanding voting power represented online or by proxy entitled to vote at this meeting.

Thank you, Chris. So because holders of a majority of the voting power entitled to vote at the 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 that will be voted on at today's meeting. Voting will begin after all proposals have been presented. The first proposal is the election of 3 nominees for director to serve until the Annual Meeting of Stockholders in 2024 or until their successors have been duly elected and qualified. Those 3 nominees receiving the highest number of votes of shares present will be elected as directors. The Board of Directors recommends the election of the following persons as directors of the company: Howard L. Lance, Anne K. Wade and Susan A. Ellerbusch. 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 questions through the web portal. The next proposal is a nonbinding advisory vote on the compensation of our named executive officers for 2020. Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning this proposal? The next proposal is the ratification of KPMG as the company's independent registered public accounting firm for our fiscal year 2021. The Board of Directors recommends stockholders vote in favor of this proposal. Does anyone have any questions concerning the proposal? The next proposal is to approve and adopt an amendment and restatement of the company's 2015 Omnibus Incentive Plan. The Board of Directors recommends stockholders vote in favor of this proposal. Does anyone have any questions? The next proposal is to approve and adopt the company's 2021 Employee Stock Purchase Plan. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning the proposal? The next proposal is to approve and adopt an amendment to the company's amended and restated Certificate of Incorporation, also known as our charter, to remove the 3 separate classes of directors and replace with one class of directors, which we'll refer to as the declassification amendment. The Board of Directors recommends that stockholders vote in favor of this proposal. Are there any questions regarding the proposal? The next proposal is to approve and adopt an amendment to the company's charter to reduce the vote required to amend certain provisions of the company's charter and bylaws to the affirmative vote of the holders of a majority of the total voting power of the then outstanding shares of stock of the company. We'll refer to this as the majority vote amendment. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions? The next proposal is to approve and adopt an amendment to the company's charter to add an exclusive federal forum selection provision for any action arising under the federal securities laws, which we will refer to as the federal forum selection amendment. The Board of Directors recommends that stockholders vote in favor of this proposal. Are there any questions? The next proposal is to approve and adopt an amendment to the company's charter to delete, in its entirety, Article 10 regarding the company's waiver of Section 203 of the Delaware General Corporation Law and to make certain nonsubstantive amendments related thereto to reflect the fact that the Blackstone Group no longer owns 30% of the stock of the company. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions concerning the proposal? Hearing none, and because no further business is on the agenda to come before the meeting, we'll now move on to our voting. [Operator Instructions] 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 approximately 8:11 a.m. Mountain Time, and the polls are now open for each matter to be voted on today, May 19, 2021. [Voting]

The Inspector of Election will now review any votes made by the meeting portal online. Now that everyone has had the opportunity to vote, the polls are now closed at 8:12 a.m. Mountain Time, May 19, 2021. The preliminary vote report will be held in the possession of the Inspector of Election. The Inspector of election will count the votes, provide the preliminary results. It appears that all the votes have been counted, and I will now ask our Secretary of the meeting, Mr. Gaskill, to report on 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 the election to the Board of Directors have been duly elected, that the company's executive compensation has been approved, that the ratification of KPMG as independent registered public accounting firm for fiscal 2021 has been approved, the amendment and restatement of the company's 2015 Omnibus Incentive Plan has been approved, the company's 2021 Employee Stock Purchase Plan has been approved, the declassification amendment has been approved, the majority vote amendment has been approved, the federal forum selection amendment has been approved and the sponsor amendment has been approved.

Thank you, Chris. Thank you all for attending today's meeting. Before we adjourn, Anne Noonan, Chief Executive Officer of the company, is on the line. Anne is happy to answer any pertinent business questions you might have. [Operator Instructions] Seeing as there are no questions today, we will adjourn the meeting. Thank you for attending the meeting today. I declare the official portion of the meeting adjourned at 8:14 a.m., May 19, 2021. Again, thank you for your time and your interest and support of Summit Materials.