TPI Composites, Inc. (TPICQ) Earnings Call Transcript & Summary

Good afternoon, everyone. The time is now 1 p.m. I'm pleased to call this meeting to order. I'm Steve Lockard, CEO and member of the Board of Directors of the company. I'll be presiding as Chair of this meeting. Steven Fishbach, who is the General Counsel and Secretary of the company, will act as the secretary of the meeting. We'll first have the formal annual stockholders meeting. Following the formal meeting, we'll answer questions that you've submitted online through the web portal. You may submit questions through the web portal during the formal meeting and during the Q&A session. Before we address the business to be conducted at today's meeting, I'm pleased to introduce members of the Board of Directors that have joined the meeting today: Paul Giovacchini, our Chairman; Daniel Weiss, Philip Deutch, Jack Henry, James Hughes, Jayshree Desai, T. Jordan, Michael DeRosa and Stephen Bransfield. At this time, I'd also like to introduce Brad Weber of Goodwin Procter LLP, Legal Counsel to the company; and Vu Hoover and Glen Evans of KPMG LLP, who are here today and will be available to respond to appropriate questions later in the meeting. Steve Fishbach and I'll take us through the business of the meeting. As a reminder, the purposes of today's meeting are as follows: number one, to elect 3 Class I directors, Steven C. Lockard, William E. Siwek, and Philip J. Deutch, to hold office until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal; item 2, to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; item 3, to conduct a nonbinding advisory vote to approve the compensation of our named executive officers; and item 4 to conduct a nonbinding advisory vote on the frequency of future nonbinding advisory votes on -- of the compensation of our named executive officers; and 5, to transact any other business that properly comes before the annual meeting, including adjournments, continuations and postponements thereof. If there's anyone attending this meeting who has not submitted his or her proxy and who now wishes to do so, please submit your proxy vote through the web portal now by clicking the Vote Here button. If you've already submitted a proxy and will not be changing your vote, then you do not need to vote again. The vote indicated on your proxy will be counted. If you did not submit a proxy or want to change your previous vote, please submit your proxy vote through the web portal now by clicking the Vote Here button. Each of you has received a notice of the meeting for this meeting, which was mailed on or about April 6, 2020, to all stockholders of record as of the close of business on March 23, 2020. I'll ask Mr. Fishbach to file a copy of the notice of meeting and an affidavit indicating that it has been duly mailed to all stockholders with the minutes of this meeting. I'll also ask Mr. Fishbach to file a list of stockholders with the minutes of the meeting. In voting on the matters presented at this meeting, no one except a stockholder of record of the company as of the close of business on March 23, 2020, or a person holding a duly executed proxy of such a stockholder may vote on the matters presented at the meeting. There are present at this meeting in person or by proxy, a majority of shares of common stock entitled to vote at this meeting; therefore, a quorum is present. Since notice was duly given, and a quorum is present, we're ready to transact the business to be conducted at today's meeting. [ Tiffany Hill ] of AST has been appointed to act as the inspector of election. Ms. Hill has signed an Oath of Office promising to execute faithfully the duties of the inspector of election. The oath will be filed with the minutes of this meeting. After we have voted on all matters subject to a vote, Ms. Hill will tabulate the votes and determine the results of the voting. We'll now proceed with proposal number one, voting on the election of 3 Class I directors for a 3-year term expiring in 2023. The Board of Director nominees are Steven C. Lockard, William E. Siwek, and Philip J. Deutch. The 3 nominees receiving the greatest number of votes will be elected as directors. The Board of Directors of the company recommends the election of each of Mr. Lockard, Siwek and Deutch. Any proxy holders who wish to change their vote or anyone voting at this meeting on the election of directors are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of Mr. Lockard, Siwek and Deutch. We'll now proceed with the voting on proposal #2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors of the company recommends that stockholders vote to ratify the appointment of KPMG LLP. Any proxy holders who wish to change their vote or anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. We'll now proceed with the voting on proposal #3, a nonbinding advisory vote to approve the compensation of our named executive officers. The Board of Directors of the company recommends that stockholders vote to approve the compensation of our named executive officers as disclosed in the proxy statement. Any proxy holders who wish to change their vote or anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxies solicited by the Board of Directors will be voted in favor of this proposal. We'll now proceed with the voting on proposal #4, a nonbinding advisory vote on the frequency of future nonbinding advisory votes on the compensation of our named executive officers. The Board of Directors of the company recommends that stockholders vote every year, 1 year on the proxy card as the frequency for future nonbinding advisory stockholder votes regarding the compensation of our named executive officers as disclosed in the proxy statement. Any proxy holders who wish to change their vote and anyone voting at this meeting on the proposal are requested to submit their proxy vote through the web portal now by clicking the Vote Here button. Pursuant to the notice of this meeting and the proxy statement, the proxy solicited by the Board of Directors will be voted in favor of 1 year for this proposal. Please vote any shares using the web portal and by clicking the Vote Here button. [Voting]

We now have all the votes and proxies. I hereby declare that the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted.

I have the preliminary results of the voting and will report on the preliminary results now. Mr. Chair and stockholders, the preliminary results based on the voting of shares represented by valid proxies on the file show that the 3 Class I director nominees have been elected, with each director having received votes as follows: Steven C. Lockard received no less than 18,733,706 votes for, representing 63.64% of those that voted on the proposal. William E. Siwek received no less than 27,457,745 votes for, representing 93.28% of those that voted on the proposal. Philip J. Deutch received no less than 16,663,993 votes for, representing 56.61% of those that voted on the proposal. The appointment of KPMG LLP as our independent registered public accounting firm has been ratified and approved with no less than 24,292,215 votes, which represent 81.46% of the outstanding shares of the company. The nonbinding advisory vote on the compensation of our named executive officers as disclosed in the proxy statement have been approved with 26,295,028 in favor, which represents 74.56% of the outstanding shares of the company, and the 1-year frequency of future nonbinding advisory vote for the compensation of our named executive officers as disclosed in the proxy statement has been approved with 27,908,314 votes in favor of, which represents 79.14% of the outstanding shares of the company. That concludes the report of the preliminary voting results. The final results will be available for all stockholders on a Form 8-K to be filed with the SEC within 4 business days.

I'll order that the original proxies and the report of the inspector of election, once complete, be filed with the secretary as part of the minutes of the meeting. There being no further business to be properly brought before this annual meeting, the meeting is now adjourned. Now that the formal business of the meeting has concluded, we'll be happy to take any questions you may have. As you may be aware, federal securities law prohibits me from providing any material nonpublic information in this forum. This includes any information that would update or confirm any financial guidance we have previously disclosed. If any questions touch on this or other material nonpublic answer, I will politely, of course, decline to answer. Steve, do we have any questions?

No, we do not.

Okay. Thank you. So with the question-and-answer session concluded, I'd now like to turn the meeting over to Paul Giovacchini, who has served as our Chairman of the Board for many years and now will serve as lead independent director going forward. Paul, thanks for your many contributions to our Board and our company. Let me turn the call over to you.

Thanks, Steve. I'd like to thank our shareholders for your interest in TPI. We all have great conviction in the future of wind energy and electrification and TPI's critical role in these industries. Notwithstanding the unique challenges presented by the coronavirus pandemic, we are excited about TPI, its continued growth and its prospects for increased shareholder value. This year's shareholder meeting marks transition for TPI as a number of us will be moving to different roles. It's been my honor and privilege to serve as Chairman for the past few years, and I would like to thank all of the TPI team and Board for their effort and support. I would like to single out Steve Bransfield and Michael DeRosa as they leave the Board this year for their many significant contributions over the last decade. We will miss you both and wish you all the best. We welcome Bill Siwek into his new role as our CEO. We have all seen Bill in action for many years, first as our CFO and then as our President, and we are confident in his ability to lead the company. Bill is taking over at a challenging time, and he has a tough act to follow, but we all look forward to TPI's progress and results under Bill's leadership, especially once we are unencumbered by the unusual constraints impacting our operations today. Finally, as Steve Lockard becomes our Chairman, I would like to thank him for the many things he has done as our CEO. Over the last 20 years, Steve transformed and grew TPI from a small composites' job shop into a major multinational corporation and a significant player in the wind energy industry. He accomplished this by assembling a talented team and tackling issues with tremendous effort and focus. His leadership was marked by creativity, dedication, perseverance and always integrity. Thank you, Steve. It's been a pleasure to work with you, and I'm pleased that we'll continue as you become our Chairman. To everyone on the call, I hope you and your family stays healthy and safe, and thanks again for your interest in TPI.