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

Hello, and welcome to The Bancorp 2021 Annual Meeting of Stockholders. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Daniel Cohen, Chairman of the Board. Mr. Cohen, the floor is yours.

Thank you very much, Michelle. Good morning, ladies and gentlemen. I'm Daniel Cohen, Chairman of the Board of The Bancorp, Inc. It's my pleasure to welcome all of you to our annual meeting, which is being held in virtual format. It is 10:00 a.m. Eastern Time. And in accordance with the notice of the meeting, I call to order the 2021 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 at the meeting today: Walter T. Beach, Michael Bradley, John Chrystal, Matthew Cohn, John Eggemeyer, Hersh Kozlov, William H. Lamb, James J. McEntee, III, Daniela A. Mielke, Stephanie B. Mudick and Mei-Mei Tuan. Also serving on the Board of Directors and in attendance is Damian Kozlowski, our Chief Executive Officer. All the directors, including myself, are standing for reelection for 1-year term on the Board of Directors to end at the 2022 Annual Meeting of Stockholders. We are also joined at this meeting by members of the bank's executive team. We must also destinate a secretary and judge of elections. Mr. Paul Frenkiel is hereby designated to act as secretary of the meeting and the judge of elections 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 being held pursuant to notice mailed on or about April 9, 2021, to each stockholder of record as of March 23, 2021, 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 57,942,341. 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 52,310,228 or 90.28% of the total number of shares outstanding. This constitutes a quorum for the transaction of business.

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. I ask that you follow the online instructions to ask your questions through the portal. They will be responded to later in this meeting or afterwards, depending on the nature of the question. We will now proceed to shareholder voting related to 3 proposals as set forth in the proxy statement. Proposal number one to be acted upon by the shareholders is the election of all directors of The Bancorp. On behalf of the Board of Directors, as recommended by the Nominating Governance Committee, I hereby nominate for election as directors of The Bancorp to serve for the terms expiring on the date of the Annual Stockholders' Meeting in 2022 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 Mielke, Stephanie B. Mudick, Mei-Mei Tuan. No other nominations having been made in accordance with the advance notice provisions with the company's bylaws, therefore, no other nominees are eligible. We will now proceed with proposal number two, which is the compensation proposal for 2021. The compensation proposal to be acted upon is an advisory vote on executive compensation. To make this proposal, I recognize Director Mei-Mei Tuan of the Compensation Committee.

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 9, 2021.

Thank you, Ms. Tuan. We will now proceed with proposal number three, which is the approval of the selection of Grant Thornton to audit the Bancorp's financial statements for the fiscal year ending December 31, 2021. To make this proposal I recognize Director Matthew Cohn of the Audit Committee.

On behalf of the Board of Directors and the Audit Committee, I hereby move that the election of Grant Thornton LLP to audit the Bancorp's financial statements for the fiscal year ending December 31, 2021, be approved.

Thank you, Mr. Cohn. I would now like the secretary to read any questions, which may have been submitted online related to the 3 other -- to the 3 proposals.

Mr. Chairman, there have been no questions.

As there have been no questions, I suggest that we proceed to the vote tally. Each holder of common stock is entitled 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 any questions. Any other questions submitted through the online portal available to stockholders. If any stockholder present has a question, which they 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, will make themselves available, should you wish to contact them with any questions. As there are no questions on the portal, 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 report.

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 2022; endorsed the resolution approving the compensation of executive officers as described in the proxy statement; and approved the selection of Grant Thornton LLP to audit The Bancorp's financial statements for the fiscal year ending December 31, 2021.

That brings us to the conclusion of the meeting. If there is no other business, I declare this meeting concluded. Thank you very much for your attendance. Michelle?

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