Triumph Financial, Inc. (TFIN) Earnings Call Transcript & Summary

Hello, and welcome to our stockholders meeting for Triumph Financial Inc. My name is Carlos Sepulveda and I serve as Chairman of the Board. I want to welcome all of you here in attendance and also want to welcome all of you attending by the webcast. I'm going to start this morning on a personal note. All of us at Triumph Financial Inc, by all of us, I mean the Board, our officers, our executive leadership, our team members, all of us value being a team of people working [indiscernible]. And as such, we recognize as life events occur outside of our professional careers that these life events impact us deeply. On Sunday, Aaron was in Oklahoma with his father, when his 82-year-old father passed on from this life. Aaron will be returning to Oklahoma tomorrow to be with the family as they prepare to remember, celebrate and bury their father on Friday. Our respect, our admiration and our affection for Aaron lead us to love and support him and the Graft family as they walk through this. Our thoughts, but most important -- most importantly, our prayers are focused on Aaron, his mother and his family at this time. I wanted you -- I thought it best for you to be aware of this, and I thank you for your understanding for attending to all of us. Now then continue with today's business. I'd like to introduce my fellow Board members that are here in attendance today. Harrison Barnes, Debra Bradford, Rick Davis, Davis Deadman, Laura Easley, Aaron Graft, Maribess Miller, Mike Rafferty. And we also have with us executive officers and other members of senior management. I'd like to recognize them. Brad Voss, EVP and Chief Financial Officer of the company and TBK Bank. Ed Schreyer, EVP and Chief Operating Officer of the company and TBK Bank. Gail Lehmann, EVP, Secretary and Chief Regulatory and Governance Officer of the company and the bank. Adam Nelson, EVP and General Counsel of the company and of the bank. Todd Ritterbusch, President of TBK Bank. Melissa Forman, President of TriumphPay. And Tim Valdez, President of Triumph Financial Services. Also present with us, which is Ms. Nicole Jacobs of Crowe LLP, our independent registered public accounting firm. She will be available later to answer questions that you might have. Gail Lehmann, our EVP and Secretary, will act as secretary of today's meeting. Adam Nelson, our EVP and General Counsel, will act as inspector of elections. I'll now turn the meeting over to Aaron Graft, our company's Vice Chairman and Chief Executive Officer. After the formal business portion of today's meeting, Aaron will be available to address business questions you might have. Aaron?

Thank you, Carlos. These affairs are formal but informally, I do want to say that you can't overemphasize relationships and the relational capital I have with you. I think our shareholders who are either here or watching hopefully see that. That's what makes the life -- that's what makes life go around. So with that, let's take care of the official business. I'm Aaron Graft, President and Chief Executive Officer of Triumph. I will serve as Chairman of this meeting. I now officially call the meeting to order. The business items on the agenda today were outlined in the company's notice and proxy provided to all stockholders. The matters to be voted on at this meeting consist of: Election of each of the directors named in the proxy statement for the election to the Board for a term to expire at the next Annual Meeting of Stockholders. Second, approval of a nonbinding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement. Third, approval of the third amendment to Triumph Financial Inc. 2014 Omnibus Incentive Plan. And finally, ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year. At this time, could those stockholders who hold proxies please deliver them to the Inspector of Elections, and those stockholders who desire to vote in person, please give their names to the Inspector of Elections. The Inspector of Elections will give you a ballot for matters to be voted upon today. And while we are waiting for the Inspector of Elections to determine if a quorum is present, let me ask the Secretary whether the proper notice was given for this meeting.

I have available a certified list of the holders of the common stock of the company at the close of business on February 27, 2023, the date fixed by the Board of Directors for determining stockholders entitled to notice and to vote at this meeting. I also have available the notice of the meeting, proxy statement and proxy and affidavits of the company's representatives as to the due mailing thereof.

Thank you, Gail. I would ask those documents to be filed with the records of the company. This now brings us to the determination of a quorum. Our bylaws provide that the presence in person or by proxy of a majority of the votes entitled to be cast on the matter constitutes a quorum. May I now have the report of whether a quorum is present?

There are present in person or represented by proxy the holders of 20,120,838 shares of common stock or 86.29% of all shares authorized to vote at this meeting. Consequently, a quorum is duly present and authorized to transact business on the matters that were submitted to the stockholders for approval.

Thank you, Adam. Will the Secretary please introduce each order of business for the meeting?

The first order business is the election of each of the directors named in the proxy statement to our Board of Directors for a term to last until the next Annual Meeting of Stockholders. A summary of the proposal begins on Page 5 of the proxy statement.

I move to approve such election of directors.

I second the motion.

Our bylaws require stockholders to provide advance notice of their intent to nominate candidates for directors. No stockholder has provided notice. I, therefore, declare the nominations for director closed.

The next order of business is the approval of the nonbinding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement. A summary of the proposal begins on Page 54 of the proxy statement.

I also move to approve such nonbinding advisory resolution.

I second the motion.

The next order of business is the approval of the third amendment to the Triumph Financial Inc. 2014 Omnibus Incentive Plan. A summary of the proposal begins on Page 55 of the proxy statement.

I move to approve such amendment.

I second the motion.

The next order of business is the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the current fiscal year. A summary of the proposal begins on Page 61 of the proxy statement.

I now move to ratify such appointment.

I second the motion.

At this time, we ask each stockholder voting in person to mark their ballot and to deliver your completed ballot to the Inspector of Elections. We see none. All stockholders present in person or by proxy have had an opportunity to vote. I'll now declare the polls closed. The time is 9:08 a.m. on April 25, 2023. The Inspector of Elections will examine the proxies and ballots submitted. Mr. Nelson, would you please provide the results of votes?

With respect to the election of directors, 17,063,140 shares were voted in favor of Mr. Sepulveda, with 514,320 shares voted against, 646,413 shares withheld or abstaining and 1,896,964 broker nonvotes. 17,902,097 shares were voted in favor of Mr. Graft with 380,586 shares voted against, 13,190 shares withheld or abstaining and 1,896,964 broker nonvotes. 17,661,323 shares were voted in favor of Mr. Anderson with 548,709 shares voted against, 13,841 shares withheld or abstaining and 1,896,964 broker nonvotes. 18,028,769 shares were voted in favor of Mr. Barnes with 127,118 shares voted against, 67,986 shares withheld or abstaining, and 1,896,964 brokered nonvotes. 18,156,701 shares were voted in favor of Ms. Bradford, with 47,674 shares voted against, 19,498 shares withheld or abstaining and 1,896,964 were broker nonvotes. 17,725,402 shares were voted favor of Mr. Davis with 483,830 shares voted against, 14,641 shares withheld or abstaining and 1,896,964 broker nonvotes. 17,959,353 shares were voted in favor of Mr. Deadman with 250,675 shares voted against, 13,845 shares withheld or abstaining and 1,896,964 broker nonvotes. 17,960,424 shares were voted in favor of Ms. Easley with 244,491 shares voted against, 18,958 shares withheld or abstaining and 1,896,964 broker nonvotes. 16,797,705 shares were voted in favor of Ms. Miller with 1,411,755 shares voted against, 14,413 shares withheld or abstaining, and 1,896,964 broker nonvotes. 18,161,554 shares were voted in favor of Mr. Rafferty, with 47,674 shares voted against, 14,645 shares withheld or abstaining and 1,896,964 broker nonvotes. 17,897,788 shares were voted in favor of Mr. Sparks with 311,390 shares voted against, 14,695 shares withheld or abstaining and 1,896,964 broker nonvotes. Consequently, each of the directors nominated stand for reelection as set forth in our proxy statement have hereby been reelected for a term to last until our next Annual Meeting of Stockholders. With respect to the approved -- proposal to approve the nonbinding advisory resolution regarding the compensation of the company's named executive officers as disclosed in the proxy statement, 17,857,486 shares were voted in favor of such proposal with 300,478 shares opposed, 65,913 abstentions and 1,896,964 broker nonvotes. Consequently such proposal is hereby adopted. With respect to approve the third amendment to the Triumph Financial Inc. 2014 Omnibus Incentive Plan, 17,527,577 shares were voted in favor of such proposal with 650,557 shares opposed and 45,739 abstentions. Consequently, such proposal is hereby adopted. With respect to the proposal to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our current fiscal year, 19,968,316 shares were voted in favor of such proposal, with 148,274 shares opposed and 4,248 abstentions. Consequently, such proposal is hereby adopted.

That was a lot of numbers. That was a lot of numbers.

Mr. Rafferty you are apparently the most favorite Director with the highest number of votes for, so congratulations.

With no further business, I hereby make a motion that this meeting be adjourned.

I second that motion.

As previously noted in Carlos' remarks to start the meeting, we will take questions from any stockholders at this time. There is a lot of language about forward-looking statements. And I would tell you that if you ask me a question today, my answer will be at 3:07 p.m. this afternoon, our earnings release will go live. So prior to that time, that will be my answer, and particular to all shareholders. So thank you all for attending. Have a great day.