The Brink's Company (BCO) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome, and thank you for joining today's teleconference of The Brink's Company Annual Shareholders Meeting. Please note that all lines will be muted for the duration of the call. With that, I turn the call over to Doug Pertz, CEO. Please go ahead.

Thank you. This meeting will please come to order. I am Doug Pertz, Chief Executive Officer, and I have been designated the chairman of this meeting by Mike Herling, Chairman of the Board of Directors, of The Brink's Company in accordance with our bylaws. I would like to welcome you to our annual meeting of shareholders. Dana O'Brien, our General Counsel, will act as secretary of this meeting. In light of the COVID-19 pandemic and local stay-at-home orders, the members of our Board of Directors are remote and are listening to this broadcast meeting. I'm appointing Barry Rosenthal of American Stock Transfer & Trust Company, our transfer agent, to tabulate and certify the votes pursuant to the company's bylaws. The company's secretary has received proof of the mailing of notice of this meeting to the shareholders in the form of an affidavit from Dominic Vaca. The affidavit of mailing will be filed with the minutes of the meeting. Mr. Rosenthal, what is the total number of shares in both present or represented at this meeting?

Shareholders holding at least 45,650,389 shares of the company's common stock are present. These shares constitute more than 90% of the total number of votes entitled to be cast at the meeting based on the shares outstanding at the close of business on March 2, 2020, the record date for this meeting.

Thank you. As more than a majority of the total number of votes entitled to be cast at this meeting are present, there is a quorum, and the medium will proceed. Shareholders will vote on each of 3 company proposals. There are no other proposals to be considered at this meeting today. The company's 2019 annual report and 2020 proxy statement have been filed to shareholders. If you wish to vote in person or any other matter -- on any matter today, please raise your hand, and you'll be given a ballot to fill out and deliver to the inspector of election. When the votes have been counted, we will receive the report of the inspector of election, which will conclude the official business of the meeting. We'll now consider each proposal discussed in the proxy statement. The first order of business is the proposal to elect each of Kathie Andrade, Paul Boynton, Ian Clough, Susan Docherty, Reginald Hedgebeth, Mike Herling, Doug Pertz and George Stoeckert, each to a 1-year term on the company's Board of Directors as described in the proxy statement. On April 14, Dan Henry notified the company of his intention to resign from the Board of Directors and his resignation was accepted on May 4. Therefore, he won't be reelected to the Board. The second order of business is the proposal to approve an advisory resolution on named executive compensation as described in our proxy statement. The final order of business is the ratification of the approval of KPMG as the company's independent registered public accounting firm, as described in the proxy statement as well. Attending this meeting telephonically are Brian Davis and Wendy Lewis of KPMG, our independent registered public accounting firm. KPMG, as previously indicated, does not wish to make a statement. As indicated, due to the current health emergency, KPMG is unable to take questions from shareholders at this annual meeting. However, shareholders who wish to have a question and extend it to KPMG may send such questions to our Corporate Secretary at the address set for in our proxy statement and Ms. Davis -- excuse me, Mr. Davis will respond to appropriate questions. We'll now proceed with a vote of these proposals. The vote of shareholders who have submitted proxies will be cast by their proxies. I now ask the inspector of elections to tabulate the votes.

Having tabulated the votes cast, we find that at least 42,632,801 or 97% of the number of votes properly cast were cast for the election of each of the 8 nominees for director. At least 39,260,315 shares or 90% of the number of the votes properly cast were cast for the approval of the resolution of approving named executive officer compensation; and at least 45,573,433 shares or 99% of the votes properly cast were cast in favor of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Thank you. That concludes the consideration of business items at this meeting. Based on the preliminary results, I declare that Kathie Andrade, Paul Boynton, Ian Clough, Susan Docherty, Reg Hedgebeth, Mike Herling, Doug Pertz and George Stoeckert have been elected directors for a 1-year term expiring in 2021. The advisory resolution approving named executive officers compensation has been approved. And the KPMG have been selected as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The inspector's final report on the results of the voting will be filed with the minutes of the meeting. I thank you for attending this annual meeting, whether in person or by telephonic. And for the best -- and for your support and interest in Brink's. Ladies and gentlemen, the annual shareholders' meeting is adjourned. Thank you.

That concludes our conference. Thank you for using AT&T Event Conferencing Services. You may now disconnect.