TriMas Corporation (TRS) Earnings Call Transcript & Summary

Welcome to TriMas Corporation Annual Shareholders Meeting. My name is Marsha, and I'm your operator for this call. [Operator Instructions] And I will now turn the call over to Thomas Amato, TriMas Corporation President and CEO. You may begin.

Good morning, and welcome to TriMas' Annual Shareholders Meeting. I'm Thomas Amato, President, CEO and Board member of TriMas Corporation. Given the COVID-19 pandemic and our commitment to social distancing, we are holding this year's shareholders meeting virtually. I would now like to introduce additional attendees from the Board. Participating on the call from our Board are: Samuel Valenti, our Board Chair; Holly Boehne, Teresa Finley, Jeffrey Greene, Herbert Parker, Nick Stanage and Daniel Tredwell. I would also like to acknowledge Gene Miller, our Board member, who retired this cycle. We thank Gene for his many years of guidance, leadership and insight, all of which helped advance TriMas Corporation. Thank you, Gene. In addition to our Board, the following members of senior management participating in today's meeting are: Robert Zalupski, Chief Financial Officer; Josh Sherbin, General Counsel and Secretary; and Sherry Lauderback, Vice President, Investor Relations. And also participating from our independent audit firm, Deloitte, are Denny Moyer and Amber Stack. I would now like to call the 2020 Annual Shareholders Meeting to order. I will serve as the Chair of the meeting, and Josh Sherbin will serve as Secretary of the meeting. I will now turn the meeting over to Josh to address the formal matters of this meeting.

Thank you, Tom. This morning's virtual annual meeting via live audio webcast allows shareholders to attend via the web portal and the toll-free number we provided. We have adopted safeguards to provide all shareholders the same rights and opportunities to participate in this meeting as they would at an in-person meeting. And we have established clear processes for submitting and responding to shareholder questions. We will also post properly raised shareholder questions and responses on our Investor Relations site as soon as practicable after the meeting. We are conducting this meeting in accordance with our bylaws and the meeting rules. The meeting rules are available on the meeting website. Shareholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a shareholder and clicking the "Vote Here" button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. We will begin with the formal business of the meeting. After the formal meeting is adjourned, Thomas Amato, our President and CEO, will provide brief comments regarding our business. We will properly address raised questions at the end of the meeting. Only validated shareholders will be able to ask questions in the designated field on the web portal. You will need to identify yourself in the text box when you submit your question. And out of consideration for others, please limit your questions to 1. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board fixed March 13, 2020, as the record date for determining shareholders entitled to vote. On March 27, 2020, the notice of annual meeting, together with the proxy statement and annual report on Form 10-K for the year ending December 31, 2019, was first made available to shareholders. I, Josh Sherbin, have been appointed to act as inspector of election at this meeting. The report states that as of the record date, holders of 44,363,202 shares of common stock are entitled to vote at this meeting, and each share has one vote. The holders of not less than 42,737,126 shares are present in person or by proxy. And with approximately 96% of the voting power of the outstanding shares present at this meeting, there is a quorum. As indicated in the meeting introduction, the polls are open for voting. We will close the polls after the proposals have been presented. There are 3 items of business to be voted on at this meeting. The first item of business, proposal one, is to elect Holly Boehne, Teresa Finley and Herbert Parker to serve as members of the Board until the Annual Meeting of Shareholders in 2023. The second item of business, proposal 2, is to ratify the appointment of Deloitte as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. And the third and last item of business, proposal 3, is to approve on a nonbinding advisory basis the compensation paid to the company's named executive officers. If any shareholder would like to comment regarding any of the proposals, please submit your comments through the web portal.

In the company's proxy statement, the Board recommended a vote for each of the 3 Board nominees and for proposals 2 and 3. Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 TriMas Annual Shareholders Meeting closed. As we have received all votes cast, the polls are officially closed. Josh, do you have preliminary voting results?

We do. The preliminary vote reflects the reelection of the Board nominees, the ratification of the appointment of Deloitte as the company's independent registered public accounting firm for 2020 and the approval by advisory vote of the compensation of the named executive officers. We will report the final results in a timely filed Form 8-K.

Thank you, Josh. There being no further business to come before the meeting, the 2020 Annual Shareholders Meeting is adjourned. At this point, I'd like to provide a few comments on TriMas. TriMas is a diversified manufacturer and provider of products for customers in the consumer products, aerospace and industrial markets. We go to market through leading brand names in the end markets we serve, and we report our operational activities in 3 segments: Packaging, Aerospace and Specialty Products. Our largest segment is Packaging, where we provide products such as foamer, lotion, soap and sanitizer pumps, which are used in applications that improve personal hygiene and help fight the spread of germs. In addition, we have a number of dispenser and closure products for applications in the beauty and personal care, home care, food and beverage, industrial and pharmaceutical and nutraceutical end markets. In our Aerospace segment, we manufacture highly engineered products, including fasteners, air management and connection products and assemblies and machine components and assemblies for commercial and business jet and military and defense applications. In our Specialty Products segment, we manufacture steel cylinders for welding and HVAC, breathing air and military and defense end markets as well as engines and compressors for the oil and gas end market. We manage our portfolio of businesses through a proprietary -- through our proprietary TriMas business model, which provides the platform for management to establish our overarching strategy, manage performance and execution against our strategy and enhance growth through programmatic M&A all under a relentless commitment to cash flow. While we recognize there is near-term disruption related to the current COVID-19 pandemic, we believe we have a number of levers for long-term growth. We also believe our capital structure, end market diversity and capital expenditure light model position TriMas well to deploy capital for bolt-on M&A and share buybacks. We believe these attributes differentiate TriMas for long-term creation -- value creation. This concludes my overview of TriMas, and we will address properly raised shareholder questions, beginning with those received in advance of the meeting and concluding with those entered today on the web portal. We will attempt to answer as many questions as time allows but only questions that are germane to the meeting will be addressed.

There is a question. Has the Board considered a true majority vote standard in the election of directors? And if so, why has it chosen to retain a plurality plus standard?

Thank you, Josh. The Board regularly considers best practices in governance, including voting standards, and the Board is confident our plurality vote standard reflects the vote of our shareholders and is consistent with best governance standards. Thank you very much. Thank you for your question. There being no further questions, that will conclude our discussion today. Thank you for your support and interest in TriMas.

This does end today's conference. Thank you for participating, and you may now disconnect.