The Bancorp, Inc. (TBBK) Earnings Call Transcript & Summary

Hello, and welcome to The Bancorp Annual Meeting of 2020. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to Mr. Daniel Cohen, Chairman of the Board. Mr. Cohen, the floor is yours.

Thank you. Good morning, ladies and gentlemen. I'm Daniel Cohen, Chairman of the Board of The Bancorp. It is my pleasure to welcome all of you. It is 10:01 a.m. and in accordance with the Notice of Meeting, I call to order the 2020 Annual Meeting of Stockholders of The Bancorp, Inc. Before proceeding, I would like to make certain introductions and announcements. I would like to introduce the other directors of The Bancorp who are present on the call today: Walter Beach, Michael Bradley, John Chrystal, Matthew Cohn, John Eggemeyer, Hersh Kozlov, William Lamb, James McEntee, Daniela Mielke, Stephanie Mudick and Mei-Mei Tuan. Also serving on the Board of Directors is Damian Kozlowski, our Chief Executive Officer. All the directors, including myself, are standing for reelection [indiscernible] 1-year term on the Board of Directors to end at the 2021 Annual Meeting of Stockholders. We are also joined on the call today by members of the bank's executive committee -- by the bank's executive team. Mr. Frenkiel is hereby designated to act as secretary of the meeting and the judge of election for this meeting. I would now like Mr. Frenkiel to report on whether the requirements for holding this meeting have been met.

This meeting is held pursuant to notice mailed on or about April 10, 2020, to each stockholder of record as of March 23, 2020, who is entitled to vote. A list of stockholders entitled to vote at this meeting has been available at the company's executive offices for the past 10 days and is available at this meeting for examination by any stockholder desiring to do so. Proxies were solicited on behalf of the Board of Directors of The Bancorp for this meeting. The total number of shares entitled to vote at this meeting is 57,400,556. Under applicable law, for there to be a quorum for the consideration of any matter at this meeting, there must be present, in person or by proxy, the holders of not less than a majority of Bancorp's outstanding common shares. There are proxies filed with the company representing shares of, in total, 51,557,383 or 89.82% of the total number of shares outstanding. This constitutes a quorum for the transaction of business.

Thank you. I hereby declare a quorum to be present at this meeting. We will now proceed to the business of this meeting. Your questions and comments will be welcome on the particular subjects and motions we're discussing. Time has been set aside for other questions in connection with each -- with other things and immediately following my report later in the meeting. I ask that to hold your questions and comments until the designated time. The first proposal to be acted upon by the shareholders is the election of all the directors of The Bancorp. On behalf of the Board of Directors, and as recommended by the Nominating Governance Committee, I hereby nominate for election as directors of The Bancorp to serve for terms expiring on the date of the Annual Stockholders' Meeting into 2020 and until their respective successors are duly elected and qualified, the following individuals: Walter T. Beach; Michael J. Bradley; John Chrystal; Daniel Cohen; Matthew Cohn; John Eggemeyer; Hersh Kozlov; Damian Kozlowski; William H. Lamb; James J. McEntee, III; Daniela A. Mielke; Stephanie B. Mudick; Mei-Mei Tuan. No other nominations having been made in accordance with the advance notice provisions with bylaws, therefore, no other nominees are eligible. We will now proceed with the compensation proposal for 2020. The compensation proposal to be acted upon is an advisory vote on executive compensation. To make this proposal, I recognize Justice William Lamb of the Compensation Committee.

Good morning. On behalf of the Board of Directors and the Compensation Committee, I hereby move that the stockholders endorse our compensation proposal through the following resolution: resolved that the stockholders approve the compensation of executive officers, as described in the compensation discussion and analysis and the tabular disclosure regarding named executive officer compensation, together with the accompanying narrative disclosure, in the company's proxy statement dated April 10, 2020. Hello?

Sorry. I was on mute. We will now proceed with the proposal to approve The Bancorp, Inc. 2020 equity incentive plan. To make this proposal, I recognize Justice William Lamb again of the Compensation Committee.

And again, good morning. On behalf of the Board of Directors and the Compensation Committee, I hereby move that the stockholders approve The Bancorp 2020 equity incentive plan, resolved that the stockholders approve The Bancorp, Inc. 2020 equity incentive plan.

Thank you again. We will now proceed with the final proposal, the approval of the selection of Grant Thornton to audit The Bancorp's financial statements for the fiscal year ending December 31, 2020. To make this proposal, I recognize Matthew Cohn of the Audit Committee.

Thank you, and good morning. On behalf of the Board of Directors and the Audit Committee, I hereby move that the selection of Grant Thornton LLP to audit The Bancorp's financial statements for the fiscal year ending December 31, 2020, be approved.

Thank you, Matthew. I would now like the secretary to read questions, which may have been submitted online, related to these proposals.

Mr. Chairman, there have been no questions submitted.

As there are no questions, I suggest that we proceed to the vote tally. Each holder of common stock is entitled to vote -- to 1 vote for each share of stock held by him or her for each proposal. [Voting]

The polls are now closed. Mr. Frenkiel will tally the votes cast and submit his report. I now open the meeting for other questions. If any stockholders present has a question which he or she would like to direct to The Bancorp, we would be happy to try to answer it. The representatives of Grant Thornton, The Bancorp's independent auditors, are available to respond to appropriate questions from stockholders relating to the audit of The Bancorp's financial statement. I'm going to pause for a few seconds. We don't see any questions submitted, so we will continue the meeting. As there are no further questions, we will now turn to the results of the voting upon the proposals presented at the meeting. Will the judge of elections please submit his to report to me?

The votes have been counted, and Bancorp's stockholders have approved the election of the nominees for the Board of Directors for terms expiring on the date of the annual meeting in 2021; endorsed the resolution approving the compensation of executive officers, as described in the proxy statement; approved The Bancorp, Inc. 2020 equity incentive plan; and approved the selection of Grant Thornton LLP to audit The Bancorp's financial statements for the fiscal year ending December 31, 2020.

Thank you, Paul. Since there haven't been any questions posed by the shareholders online, I declare that there is no other business, and I declare this meeting concluded. Thank you very much for your attendance, and we look forward to seeing you in person in 2021.

This concludes the meeting. You may now disconnect. Everyone, have a great day.