Tutor Perini Corporation (TPC) Earnings Call Transcript & Summary

Hello, and welcome to the Tutor Perini Corporation Annual Meeting of Shareholders. I would now like to turn the call over to Anthony Fiore.

The meeting will please come to order. Good morning, and welcome to Tutor Perini Corporation's 2020 Annual Meeting of Shareholders. My name is Anthony Fiore. I joined the company in January of this year and serve as Executive Vice President, Treasurer and Corporate Secretary of Tutor Perini Corporation. Our Chairman and CEO, Ronald Tutor, is presiding over this annual meeting, and I will be leading us through the agenda today. The company is conducting its annual meeting virtually this year for the health and safety of our shareholders and other meeting participants in light of public health concerns resulting from the coronavirus pandemic and recent guidance and related protocols that federal, state and local governments have implemented. Joining us remotely today are our directors. Full biographical details for the directors can be found in our proxy statement as supplemented, which is available on our Investor Relations website. I would also like to introduce Glen Storer of Deloitte & Touche who is joining us remotely today and represents the company's independent auditors. The auditor representative is available to answer any questions of interest. The meeting will be conducted in 2 parts. The first part will be devoted to the formal matters required to be acted upon. The second part will be the informal portion where there will be a general question-and-answer period. We ask that each person please adhere to asking no more than 2 questions. If you have already voted by proxy and do not wish to change your vote, there is no need for you to vote again. Your shares will be voted as you have instructed on the proxy. If you wish to vote during the meeting, please follow the instructions on the meeting website before the polls close. The polls opened at the beginning of the meeting, and we will close the polls on all matters immediately after the presentation of today's proposals. At this time, I would like to recognize [ Richard Lisa ], a contractor representing Broadridge Financial Services, who is acting as the independent inspector of election for today's meeting. He has a certified list of holders of common stock of the company as of March 23, 2020, which is the record date for this meeting. As of the record date, there were 50,473,207 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to 1 vote. The inspector has advised me that there are present or represented by proxyholders a sufficient number of shares of common stock to constitute a quorum. There being a quorum present, I declare this meeting duly organized and qualified to transact business. Each of the proposals to be voted on today is set forth in our proxy statement. The proposals are: one, to elect each of the 11 directors to hold office for a 1-year term expiring at the company's 2021 annual meeting of shareholders; two, to ratify the selection of Deloitte & Touche LLP, independent registered public accountants as auditors of the company for the fiscal year ending December 31, 2020; three, to approve the compensation of the company's named executive officers on an advisory nonbinding basis; and four, to approve an amendment to the company's restated articles of organization to increase the number of authorized shares of the company's common stock from 75 million to 112.5 million. That concludes the presentation of the proposals. After we address any questions submitted about the proposals, the polls will close. At this time, have there been any questions submitted about the proposals that are appropriate, pursuant to the meeting rules of conduct?

Yes, Anthony. This is Gary Smalley, CFO of the company. There have been a couple of questions that have come in, and both of them relate to proposal 4. The first question is really concerning the Reuters article that had come out a couple of months ago and really inquiring whether there's a conflict between our language in proposal 4 and what that article said. So for this response, I'd like to ask Mike Klein, who is our independent director -- sorry, our Lead Independent Director, to answer this question. Mike?

I'd go with it. Give me the question again, please?

Yes. So the question is, they want to understand how in proposal 4 that we state the company is not aware of an attempt or plan to take ownership interest when there was a news item concerning an offer from a private equity group. And the thought was that this was misleading -- what we have said in the proxy was misleading when, in fact, there was this news article.

Well, number one, we weren't the source of the news article. And number two, last week, we issued a statement expressly stating that any discussions that have been taking place were terminated.

Thank you. The second question has 2 parts. And one of the parts relates to the recommendation to have the shareholders improve this increased number of shares again in proposal 4 going from 75 million to 112.5 million. And the concern was it sounds like wasn't really necessary in light of the fact that some of the remaining shares that are authorized perhaps will not be used for the convertible notes as it was noted in the proxy that we've reserved some shares aside for that. And just from a corporate perspective, it is a -- it is the prudent thing to do is to plan for the maximum number of shares that would be needed in the transaction. So that's what we've done there. And we do believe that the remainder of the shares that we have are not sufficient to really give us the flexibility to address general and proper corporate purposes, such as future acquisitions or stock dividend, stock splits or issuances under current and future stock plans. So we think that it's the prudent thing to do, and there's not inconsistency in that. The second part of the question is very similar to the question that Mike Klein just answered. And I think it's important for shareholders to understand that the increase in the shares that -- we're not issuing shares via this proposal that we're just increasing the shares available for issuance to give us the flexibility for corporate action. At this time, there are no further questions. So Anthony, back over to you.

Okay. Thank you. The polls now closed on all proposals. The inspector has provided a report containing the preliminary voting results for each of the 4 proposals. The final results will be provided in a current report on Form 8-K, which will be filed soon with the SEC. Based on the report from the inspector, for the first proposal, each of the Board's nominees received sufficient votes to be elected. For the second proposal, sufficient votes were cast to ratify the selection of Deloitte & Touche. For the third proposal, insufficient votes were cast for approval, so shareholders have not approved on an advisory basis the company's executive compensation. For the fourth proposal, sufficient votes were received for approval, so shareholders have approved the amendment to the company's restated articles of organization to increase the number of authorized shares of the company's common stock from 75 million to 112.5 million. This concludes the formal portion of our annual meeting. We will now move to the informal portion of the annual meeting and address any general questions related to the company that have been submitted and are appropriate pursuant to the meeting rules of conduct. Have there been any such questions submitted at this time?

Anthony, there have not been any general questions that have been submitted.

Okay. Thank you. The Q&A period has now concluded. This meeting of shareholders is hereby adjourned. Thank you for participating in the company's annual meeting, and good day to you all.