SunCoke Energy, Inc. (SXC) Earnings Call Transcript & Summary

Hello, and welcome to the 2020 Annual Meeting of Stockholders of SunCoke Energy Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Michael G. Rippey. President and Chief Officer of SunCoke Energy Inc. Mr. Rippey, the floor is yours.

Good morning, everyone. I'm Mike Rippey, President and Chief Executive Officer of SunCoke Energy, Inc. It is my pleasure on behalf of the Board of Directors and officers of SunCoke Energy to welcome you to our 2020 Annual Meeting of Stockholders. Today's meeting is a virtual-only meeting via live webcast, held in accordance with the bylaws of the company and written notice to all stockholders. After noting a few procedural matters, we'll take up the items to be acted upon. We have made the meeting materials available to all stockholders and copies of these materials, including our annual report and proxy statement, can be accessed through the links provided online. We will address the following matters at today's meeting: First, I will introduce our Board of Directors and our senior management team; second, we will vote on all proposals listed in the agenda; and third, we will report the preliminary voting results, after which the meeting will be adjourned. It is now my pleasure to introduce the independent members of our Board of Directors who are attending the meeting today. John Rowe, our Chairman. John is the former Chairman and Chief Executive Officer of Exelon Corporation, and he joined our Board in April 2012. Art Anton. Art is the former CEO and Chairman of the Swagelok Company and is our newest Director, having joined the Board in March of this year. He is a corporate executive with strong operational, financial and leadership expertise as well as significant experience in the steel industry. Al Bledsoe. Al is a former, senior executive with PricewaterhouseCoopers LLP. Al joined the Board in 2011. Martha Carnes. Martha is an experienced finance and public accounting executive who joined our Board in December 2019. During her career at Pricewaterhouse, she served as lead audit partner on some of the largest merger and acquisition transactions completed in the energy sector. Susan Landahl. Susan is the Senior Vice President, Organizational Effectiveness and integrated Performance assessment of Exelon Generation Company, LLC. Susan joined our Board in September 2017. Peter Hamilton. Peter is the former Senior Vice President and Chief Financial Officer of Brunswick Corporation. Peter joined our Board in 2011 and is retiring from the Board today. Jim Sweetnam. Jim is the former President and Chief Executive Officer of Dana Holding Corporation. Jim joined the Board in January 2012. Thank you, directors. I also would like to introduce the members of our senior management team who are present. Fay West, our Senior Vice President and Chief Financial Officer; Katherine Gates, our Senior Vice President, Chief Legal Officer and Chief Human Resources Officer; Mike Hardesty, our Senior Vice President of Commercial Operations, Business Development, Terminals and International Coke; and John Quanci, our Vice President and Chief Technology Officer. Also with us today at our meeting, is Mr. Scott Vanderbeek and Ms. Colleen O'brien, representatives of KPMG LLP, our independent registered public accounting firm. Now the time has come to call this -- the business portion of today's meeting to order. With us today is John Duraco, our Corporate Secretary. John, please confirm the notice of the meeting has been delivered to stockholders.

Notice of the meeting was delivered to stockholders on April 29, 2020. Our proxy statement and 2019 annual report were also made available to stockholders on that date. Pursuant to rules adopted by the Securities and Exchange Commission, we elected to furnish these materials to stockholders on the Internet. A complete listing of the stockholders of record of SunCoke common stock as of April 20, 2020, the record date for this meeting, was prepared by Computershare Investor Services, our transfer agent. The listing of stockholders of record has been opened for examination at our corporate headquarters for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list also is available for inspection at this meeting by any stockholder on the website used to access the meeting.

Thank you, John. Please advise as to whether there is a quorum present?

Yes, there is a quorum present.

Thank you. The polls for voting on all matters are hereby opened. All SunCoke stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, you may do so by clicking on the link provided online at the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. Once voting has been completed on all matters on the agenda, I will announce when the polls are closed and the inspector of election will provide the preliminary report of voting. Robbin Mayo, a representative of Computershare, has been appointed by the Board to act as the independent inspector of election for this meeting. Prior to assuming her duty as inspector of election, Robbin executed an appropriate oath of office. Robbin will receive and tally all votes. John? Were there any stockholder nominations or proposals for the business of this meeting properly submitted to you as Corporate Secretary?

No, they were not.

Since no stockholder nominations or proposals were properly submitted in advance of this meeting, the business of this meeting is limited to the 4 matters on the agenda. All of these proposals are described in detail in our proxy statement. The first proposal we will consider is the election of 3 directors. The Board has nominated Martha Carnes, Jim Sweetnam and myself to serve in the class of directors whose term will expire in 2023. The second item of business we will consider is a vote to approve amendments to our certificate of incorporation and bylaws to provide for declassification of the Board. The third item of business is a nonbinding advisory vote to approve the compensation of our executive officers. The fourth and final item of business to be considered is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Representatives of KPMG are available to answer appropriate questions should they arise. The polls are about to close. If you have not voted, please do so now. [Voting]

It is now 9:08 a.m. Everyone has had the opportunity to vote on the matters before this meeting and the polls for voting are hereby closed. Robbin, would you please report the preliminary voting results.

Certainly. The results are as follows: Each of the 3 nominees for Director have been elected, with the support of at least 96.95% of the shares voted. The proposed amendment of SunCoke's certificate of incorporation and bylaws received the support of 98.54% of the shares voted, representing approximately 75.04% of the shares outstanding. SunCoke's executive compensation was approved on an advisory basis with the support of 98% of the shares voted. KPMG has been ratified as SunCoke's independent registered public accounting firm with a support of 99.54% of the shares voted.

Thank you, Robbin. We will file final report of the inspector of election with the records of this meeting. We expect to report the results of voting on our Form 8-K to be filed with the SEC within 4 business days of this meeting. I would like to thank all of you for attending today's virtual annual meeting and for the interest you have shown in SunCoke Energy. The annual meeting is now formally adjourned. Ladies and gentlemen, thank you for attending today's meeting. This concludes the business of SunCoke's 2020 Annual Meeting of Stockholders. As always, please contact our Investor Relations department if you have any questions regarding the company.

This concludes the meeting. You may now disconnect.