TransAct Technologies Incorporated (TACT) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for TransAct Technologies Incorporated. Our host for today's call is Bart Shuldman. [Operator Instructions] I would now like to turn the call over to your host. Mr. Shuldman, you may begin.

Good morning. Welcome to TransAct Technologies' 24th Annual Meeting of Stockholders. My name is Bart Shuldman, and I'm the Chairman and CEO of TransAct. I will act as Chairman of today's meeting. The meeting today will be in 2 parts. First will be the formal business meeting during which we will elect 2 directors; ratify the selection of PricewaterhouseCoopers as our independent registered public accounting firm for 2020; conduct an advisory nonbinding vote on executive compensation; approve an amendment and restatement of the company's 2014 Equity Incentive Plan and conduct any other business which might legally come before the meeting. Part 2 of the meeting will be the informal session during which I will answer questions you may have about the company. As described in the proxy statement for the annual meeting previously distributed, you are entitled to participate in and vote at this meeting if you were a stockholder of record as of the close of business on March 30, 2020, which is the record date for this meeting, or hold a legal proxy for the meeting provided by your bank, broker or nominee. If you are a stockholder of record or a beneficial holder holding a legal proxy, you may vote and ask questions at this meeting only if logged into the webcast with the control number on your proxy card or voting instruction form. Once the polls are open, you may vote by clicking the blue Vote Here button. [Operator Instructions] Stockholder questions are welcome, but we do not intend to address questions that are irrelevant to the business of the meeting, relate to personal matters not shared by stockholders generally or use profanity or other inappropriate or offensive language. Before we get started, I'd like to point out that any forward-looking statements we make are subject to a number of risks and uncertainties that could cause actual results to differ materially. Those risks are spelled out in detail in our SEC filings, and I refer you to them. In attendance today is Shara Slattery, a partner from the firm of PricewaterhouseCoopers, our independent registered public accounting firm, who is attending the meeting. Also present with us today is Steve DeMartino, TransAct's President and Chief Financial Officer, who will act as Secretary for the meeting. Because our Board members serve staggered terms, only 2 directors are standing this year for election to the Board. I now call the formal portion of the meeting to order. I have appointed Mr. DeMartino as Inspector of Elections of this meeting. He has taken an oath to faithfully administer his duties. I ask that he report to us the number of shares present at this meeting or represented by proxy.

There are 6,817,915 shares of common stock of TransAct Technologies Incorporated present at this meeting or represented by proxy, representing more than 50% of the issued and outstanding shares of common stock entitled to vote at this meeting. Each share of common stock is entitled to 1 vote.

Thank you, Steve. I declare that a quorum is present and the meeting is duly constituted. I have here an affidavit executed by Broadridge with respect to the distribution and mailing on April 23, 2020, of TransAct's proxy statement, form of proxy and voting instructions to all shareholders of record on March 30, 2020, the record date for determining holders entitled to vote at the meeting -- at this meeting. I direct that this affidavit and the attached papers be filed with the records of this meeting. I also direct that all executed proxy cards and the oath of the Inspector of Elections and report be filed with the records of this meeting. To complete -- the complete list of holders of the common stock at the close of business on March 30, 2020, the record date, is open for inspection by any stockholder during the meeting on the virtual meeting screen you use to access the meeting. You may not download or copy the list. As of 10:07 a.m. today, May 26, 2020, I declare the polls open. If you have already voted by proxy, there is no need to vote by electronic ballot at this time, unless you wish to revoke your proxy or change your vote. The individuals named as your proxies or any of them will vote your shares as you have instructed them to do in the proxy that you submitted by Internet, phone or mail. To cast your vote by electronic ballot, please click the blue Vote Here button. The first proposal is the election of directors. The nominees to the Board of Directors as set forth in the proxy statements are Thomas R. Schwarz and Bart C. Shuldman who are nominated to serve on the Board of Directors for a term of 3 years until the Annual Meeting of Stockholders to be held in the year 2023 or until their successors have been duly elected and qualified. Mr. Schwarz and Mr. Shuldman's nominations are now before the meeting. Are there any questions regarding the election of directors?

I don't see any questions, Bart.

Seeing none, we move on to the second proposal. The second proposal is to ratify the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for 2020. Are there any questions regarding this proposal? Ms. Slattery is available to respond to appropriate questions.

I don't see any questions again, Bart.

Seeing none, we will move on to the third proposal. The third proposal is to approve an advisory -- on an advisory basis, the compensation of our named executive officers. Are there any questions regarding this proposal?

No questions, Bart.

Seeing none, we will move on to the fourth proposal. The fourth proposal is to approve an amendment and restatement of the 2014 Equity Incentive Plan to increase the number of shares available for issuance. Are there any questions regarding this proposal?

No questions, Bart.

Seeing none, we will now conclude the meeting. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, I now declare the polls closed as of 10:10 a.m. today, May 26, 2020. I now ask the Inspector of Elections to tabulate the preliminary results of the voting on the matters before the meeting based on proxies received prior to the meeting.

I see no additional votes, Bart.

Okay. The inspector of elections has delivered the preliminary voting results. Based on this preliminary information, I can report that Mr. Schwarz and Mr. Shuldman have been elected as directors of the company for a 3-year term; the selection of PricewaterhouseCoopers as independent registered public accounting firm for 2020 has been ratified; the advisory vote to approve the compensation of the company's named executive officers has passed; and the amendment and restatement of the company's 2014 Equity Incentive Plan has been approved. I direct that the final report of the Inspector of Elections with respect to the votes taken, including the votes cast during this meeting, be placed on file with the records of this meeting. If there is no new other business, then I declare that the formal business portion of this meeting be adjourned so that we may address any questions from stockholders. Are there any questions?

Let's just wait a few seconds and see if anyone posts anything.

Now I open the meeting to any questions you might have. [Operator Instructions]

Same thing here. Let's just wait a few seconds.

Yes.

I see no questions, Bart.

Well, on behalf of the Board of Directors, Steve and myself, we thank you for attending today. Please be safe. Thank you.

This now concludes the meeting. Thank you for joining, and have a pleasant day.