Ultra Clean Holdings, Inc. (UCTT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2021 Annual Meeting of Stockholders for Ultra Clean Holdings, Inc. My name is Jim Scholhamer and as Chief Executive Officer of UCT, I will be presiding over this meeting. Due to the public health impact of the coronavirus outbreak and to support the health and well-being of our employees, partners and shareholders, we are holding this meeting virtually. As is our custom, we will conduct the business portion of the meeting first, then provide a short presentation on our products and services. It is 12:30 p.m., and the meeting will now come to order. In accordance with the company's bylaws, Paul Cho, the company's Vice President, General Counsel and Corporate Secretary, will act as secretary of this meeting. Mr. Cho will also preside over portions of the meeting. Ms. Sheri Savage, the company's Chief Financial Officer; and I have been appointed as proxies for the company by the Board of Directors for this meeting. It is not necessary for stockholders to vote online if they have already sent in their proxy cards. Should you wish to change your vote, you may do so now through the online meeting portal. I would now like to introduce our directors who are standing for election. In addition to myself, we have Clarence Granger, David Ibnale, Emily Liggett, Thomas Edman, Barbara Scherer, Ernest Maddock and Jacqueline Seto. Also online with us today are David Sage, a partner of Moss Adams, LLP, the company's independent auditors of the company for the fiscal year ending 2021; and [ Kathy Wheadon ], a delegate from Broadridge Financial Services serving as the inspector of elections. This afternoon, our program will proceed as follows: Mr. Cho will conduct the official business of the annual meeting. After votes on each proposal have been tabulated, we will conclude the meeting. In keeping with the digital approach to this year's meeting, you may submit questions at the question box within the online meeting portal. We have been informed that a quorum is present, which will allow us to proceed to the business portion of this meeting. We have an affidavit from Broadridge Financial Solutions, certifying that official notice of this meeting, together with a proxy statement, proxy card, annual report and other material necessary to vote at this meeting were mailed starting April 28, 2021, to each stockholder of record as of March 31, 2021. The Board of Directors has appointed Broadridge Financial Services to serve as inspector of elections. [ Ms. Wheadon ] will take -- has taken the customary oath of office to execute her duties with strict impartiality, which will be filed with the records of the meeting. Her function is to decide upon the qualification of voters, accept their votes and when voting is complete, to tally the final vote. I will now ask Mr. Cho to conduct the official business of this meeting. Paul?

Thank you, Jim. As a reminder, if you have not already voted or wish to change your vote, you may do so now through the online meeting portal. The first matter to be voted upon is the election of directors. The Board has nominated the following individuals to serve for the 1-year term expiring on the date of the next annual meeting of the stockholders or until their successors are duly elected and qualified or their earlier death, resignation or removal. The current Board of Directors has nominated the following persons: Clarence Granger, James Scholhamer, David Ibnale, Emily Liggett, Thomas Edman, Barbara Scherer, Ernest Maddock and Jacqueline Seto. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. So next order of business concerns the ratification of the appointment of Moss Adams, LLP as independent auditors of the company for the fiscal year ending December 31, 2021. The final order of business concerns the advisory vote approving the compensation of the company's named executive officers as disclosed in our proxy statements for the 2021 Annual Meeting of Stockholders. I would now like to pause for a moment and check with our Investor Relations group to see if there are any questions online regarding these orders of business. Rhonda?

Paul, there's no questions at this time.

Great. Thank you, Rhonda. I declare that the polls for each matter of business to be voted upon at this meeting are now closed. I now would like to ask [ Ms. Wheadon ] to report the preliminary results of the vote. [ Ms. Wheadon ]?

More than 97% of the stock represented at this meeting has been voted for the election of each nominee for director to serve for the 1-year term expiring on the date of the next annual meeting of stockholders or until their successors are duly elected and qualified or their earlier death, resignation or removal. Proposal 2, the ratification of independent auditors, more than 99% of the stock represented at this meeting has been voted in favor of the ratification of the appointment of Moss Adams, LLP as the independent auditors of the company for the fiscal year ending December 31, 2021. Proposal 3, the advisory vote approving the compensation of the named executive officers, more than 90% of the stock represented at the meeting has been voted in favor of approving the compensation of the company's named executive officers for fiscal 2020 as disclosed in the 2021 proxy statement.

Thank you, [ Ms. Wheadon ]. Each of the items voted upon today as listed in the proxy statement at the recommendation of the Board, has been approved by the company's stockholders and will be recorded as stated in the minutes of the meeting. This concludes the official business of the meeting, and the official portion of the meeting is now adjourned. Jim?

Thank you, Paul. That concludes the meeting. We appreciate your attendance.