Tennant Company (TNC) Earnings Call Transcript & Summary

Good morning, and welcome to the Tennant Company Annual Shareholders' Meeting. I would now like to turn the meeting over to Chris Killingstad, Tennant's President and CEO. Please go ahead, Mr. Killingstad.

Good morning, everyone. I want to welcome you, and thank you for joining us at Tennant Company's Virtual Annual Shareholders' Meeting. We are glad you could join us today. We have always believed that holding a virtual annual shareholders meeting expands shareholder access. But of course, in light of the COVID-19 pandemic, our virtual meeting provides a way for shareholders to participate when we cannot otherwise gather in person. Our shareholders in any part of the country can attend this meeting and nonshareholders can listen to this webcast over the Internet. Before we begin, I'd like to take a moment to introduce to you our current Board of Directors, our management team, independent auditors and the Inspector of Election. Our Board members who are on the call today, in addition to me, are: Azita Arvani, General Manager of Rakuten Mobile Americas; Bill Austen, former President, Chief Executive Officer and member of the Board of Directors for Bemis Company; Carol Eicher, Independent Board Director and Advisory Partner; Maria Green, Former Senior Vice President and General Counsel for Ingersoll Rand plc; Don Mulligan, Senior Adviser to Chief Executive Officer for General Mills Inc.; Steve Sonnenberg, Retired Senior Adviser, Emerson Automation Solutions and our Lead Director; Dave Wichmann, Chief Executive Officer and Member of the Board of Directors for UnitedHealth Group; David Windley, President for IQTalent Partners. The members of our senior management team, who are also present are: Andy Cebulla, Vice President, Finance, Corporate Controller and Interim Chief Financial Officer; Dave Huml, Chief Operating Officer. Carol McKnight, Senior Vice President and Chief Administrative Officer; Mary Talbott, Senior Vice President, General Counsel and Corporate Secretary; Rusty Zay, Senior Vice President of Technology and Innovation. Also in attendance on behalf of Deloitte & Touche LLP, our independent auditing firm, are Amanda Guanzini and Scott Erickson. And on behalf of our former auditor, KPMG, Jeff Haan. Finally, I would like to introduce Christine Sundberg, who has been appointed as Inspector of Election for the purpose of conducting the voting. Now we'll proceed with the business portion of the meeting. For that purpose, it is my pleasure to call this annual meeting to order, and to ask Mary Talbott, Secretary of the company, to handle the business portion of this meeting.

Good morning. Let me begin by stating how this meeting will be conducted. A virtual meeting is one that takes place via an electronic format. The underlying mechanics are much like our investor web conference calls. An audio feed from this meeting is being webcast, as we speak. The service we are using incorporates shareholder validation capabilities, which means that any shareholder can vote in real-time during the meeting until the polls are closed, and any shareholder may submit questions while the meeting is in progress. After the business portion of this meeting is adjourned, we will answer questions submitted on the virtual meeting website. I hope you entered this meeting by using your 12-digit control number. If you did not, you will be unable to vote your shares or submit questions during the meeting. If you logged into the meeting with your control number, you may ask a question by typing it into the box at the bottom of the screen at any time during this meeting. The polls to vote online are now open. If you have not yet submitted a proxy and wish to vote on these items or wish to revoke a proxy you have previously voted, you may vote your shares by clicking on the vote here button on your screen now. You will need the control number provided on your proxy in order to vote your shares online. If you have already given your proxy to management, you need not vote again because the persons designated as proxies will vote for you. However, you may revoke your proxy by voting virtually at this meeting. I can report that notice of this meeting was properly mailed to our shareholders. A company -- a complete list of shareholders entitled to vote at this meeting is maintained by the company. There were 18,426,186 shares of common stock that were outstanding and entitled to vote as of the record date, March 2, 2020. Under the company's bylaws, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at this meeting constitutes a quorum. The Inspector of Election has informed me that a quorum is present for purposes of conducting the business of this meeting. We have 4 proposals before us as presented in the proxy statement. Proposal 1. Elect 3 Class 3 directors to 3-year terms, such that the total number of directors is 9. Proposal 2, ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020. Proposal 3, advisory approval of executive compensation; and Proposal 4, approval of the Tennant company's 2020 Stock Incentive plan. The voting is now closed. All votes have been tallied, and I have been informed by the Inspector of Election that there are sufficient votes to elect Ms. Eicher, Ms. Green and Mr. Mulligan as Directors for a 3-year term ending in 2023; ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2020; support the advisory approval of the compensation of the company's named executive; and approve the Tennant company 2020 Stock Incentive plan. As Secretary of the company, I will keep the Inspector of Election certificate with the records of this meeting, which can be viewed at the offices of the company. Also available for inspection by the shareholders in the offices of the company are copies of the minutes from the May 8, 2019, annual Shareholders' meeting, notice of this meeting and proxy statement, proxy, and an affidavit of mailing, certifying to the timely mailing on or about March 19, 2020, of the proxy materials to all shareholders of record as of the record date. Copies of the notice of meeting and proxy statement and the proxy are also posted on the virtual meeting site.

Thanks, Mary. At this point, we would be happy to take your questions. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so now by typing your question into the box at the bottom of the screen. We will prioritize questions that relate to proposals considered at this meeting. If you have general questions about Tennant Company, please include your contact information along with your questions, so that we can respond to you after the meeting. We have allotted up to 10 minutes to answer questions. We will now pause to allow questions to be submitted. While we're waiting, please note that Tennant Company will be announcing first quarter performance on May 6. To listen to our webcast or read the transcript of the call at a later date, visit our website at www.investors.tennantco.com. We have received no questions. If at any time you have a question about Tennant Company and you wish to have answered, our Investor Relations contact is William Prate, Senior Director of Investor Relations. I would like to conclude by thanking everyone again for participating in today's meeting and for your continued support of Tennant Company. The meeting is now adjourned.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.