UMB Financial Corporation (UMBF) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of UMB Financial Corporation. Please note that today's meeting is being recorded. [Operator Instructions]. It is now my pleasure to turn today's meeting over to Mariner Kemper, UMB's Chairman, President and Chief Executive Officer; Mr. Kemper, the floor is yours.

Thank you. Morning, and thank you all for joining us today for our Annual Meeting of Shareholders. Before we conduct the business meeting this morning, I'd like to wish our company, UMB Financial Corporation, a happy birthday. 110 years ago yesterday, April 24, 1913, UMB reserved -- received its first bank charter from the State of Missouri. As we celebrate this important milestone I want to take a moment to reflect on the significance of this achievement. During the past 11 decades and through all economic cycles, UMB has grown, diversified and thrived by staying true to our values and employing the best in our business. We continue to provide the unparalleled customer experience known as TUCE, while growing our company. This includes geographic expansion along with product and services expansion that enabled us to grow from a small bank of 100,000 in assets to nearly $40 billion today. Over the past month, UMB along with the banking industry as a whole has been in the news following a couple of bank failures in March. Some market participants mistakenly implied the specific characteristics that led to the trouble of these banks would apply generally to the regional banks. We shared extensive details in our update filed on April 3 about how we do business and how we're different which is due to the strong foundation we set in place and built upon over the past 110 years. As we move ahead, serving our customers for more than a century, I'd like to point out a few facts that position us well in all environments: our balance sheet is well positioned for changing environments; we maintained strong asset and liability oversight and closely monitor key measures relating to interest rate and liquidity risk management; we have a very diverse deposit base across multiple lines of business, customer segments and geographies with no material concentrations in any specific business sector. Uninsured deposits have been a hot media topic as some flawed analysis assumes that issues impacting 1 or 2 banks apply equally to all banks. As of March 31, the total estimated uninsured deposits represented 67% of deposits. However, adjusted ratio for uninsured deposits, adjusting to exclude UMB related affiliate deposits and deposits collateralized by high-quality bonds were approximately 44% of total deposits. This is largely in line with the levels reported by peer banks and represents a much lower percentage than the unadjusted poorly reported 75% at year in 2022. We have no plans to sell our bonds held in our high-quality investment portfolio. We intend to hold these securities as they are important asset class used to collateralize municipal and trust deposits and represent a contingent source of additional liquidity. Our regulatory capitals remain very strong and are well above regulatory thresholds. Additionally, asset quality remains excellent. We have a solid unchanging credit underwriting philosophy. We're very, very proud of our history, including through the great financial crisis when we refused to participate in the Troubled Asset Relief Program known as TARP, and we continue to maintain our very strong credit quality. Building a company to withstand the test of time and weather global tensions in unpredictable markets and political turmoil also requires a focus on relationships with our customers, associates and communities. We have deeply entrenched long-term deposit customers using multiple UMB products and services. Over half of our depositors have been with UMB more than 10 years. We have long-tenured associates who work very hard every day to serve our customers, and we support our communities with our culture of voluntarism, philanthropy and our desire to help businesses in our footprint grow and thrive alongside us. We believe in doing what's right, not what's popular, and it served us well for 110 years, and we believe the future is no exception. In fact, our roots straight back to 1879 in Valley Falls, Kansas, when Rufus Crosby opened the space and became as it is today UMB. Finally, I'd also like to note that our 2022 Corporate Citizen Report is now available on our website. I encourage you to take a look and read about our new and ongoing initiatives to take care of our resources and to meet the needs of our associates and communities. We plan to release our results for the first quarter of 2023 this afternoon after market closes. And we look forward to updating our investment community in the morning. Our release and webcast will be available on our website. So again, happy birthday at UMB, and thank you all for joining us. With that, I'll turn to the business portion of our meeting, and I'll now call the meeting to order. As Chairman of the Board of UMB Financial Corporation, I'll be presiding over the meeting. This Annual Meeting of Shareholders is held pursuant to the bylaws of the company and written notice to all shareholders. The Secretary has delivered the affidavit of mailing from our transfer agent, affirming that the notice of the meeting was duly given. A copy of the notice and the affidavit will be included in the minutes of the meeting. Shareholders of record has closed business on February 27, 2023, are entitled to vote at the meeting. The rules of the meeting are available for review through the meeting portal. Now I'd like to introduce my fantastic Board of Directors who are in attendance today. We'd like to welcome Robin Beery, Janine Davidson, Casey Gallagher; our Lead Director, Greg Graves; Sandy Kemper, Gordon Lansford, Tim Murphy, Tammy Peterman, Kris Robbins, Josh Sosland and Leroy Williams. And of course, I'd also like to introduce our fantastic advisory directors Tom Wood III and are my right hand, Jim Rine. Also in attendance, this meeting are Jeff Bierman and Noah Moravec of KPMG, our independent auditors. Although KPMG has indicated they don't have any wish to make a statement at this time, Mr. Bierman is available to respond to appropriate questions during the Q&A period. In accordance with our bylaws, I will act as Chairman of the meeting, and Mr. Pauls will act as Secretary of the meeting. As Chairman, I appoint John Pauls and Megan Mercer from UMB and Rick Bennett from our transfer agent as inspectors to receive and canvas the votes and certify the results. I request that the inspectors file their oath of office with the Secretary for inclusion in the meeting minutes. The Secretary of the list of the holders of record of common stock at the close of business on February 27, 2023. This list has been open for examination at the company for the purposes of relevant to this meeting for the past 10 days during ordinary business hours. This list is also available during this meeting by any shareholder on the meeting website. The Secretary will please file a copy of the list of shareholders with the records of the company. Mr. Pauls, do we have a quorum?

Mr. Chairman, on February 27, 2023, the record date for this meeting, there were outstanding and entitled to vote a total of 48,504,240 shares of common stock. I've been informed that there are 45,095,694 shares of stock represented by proxy or approximately 93% of all shares entitled to vote at this annual meeting. The shares represented exceed 50% of the total shares entitled to vote at this meeting and thus constitute for quorum.

Right. Thank you, Mr. Pauls. On that basis is the Secretary's report, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. It is 9:10 a.m. on April 25, and the polls for voting on all matters are open. All UMB shareholders entitled to vote at this meeting have the ability to do so online. If you have not yet voted or if you'd like to change your previously casted vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide his preliminary report. We'll move now to review the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the 12 directors for a 1-year term expiring at the 2024 Annual Meeting of Shareholders. The nominees are: Robin Beery, Janine Davidson, Casey Gallagher, Greg Graves, Alexander Sandy Kemper; Gordon Lansford III; Tim Murphy; Tammy Peterman, Chris Robbins, Josh Sosland, Leroy Williams and myself, Mariner Kemper. Information concerning the profession, skills, qualifications of each nominee is contained in the proxy statement. No other nominations were received prior to the deadline established by the company's bylaws. Therefore, no additional nominees may be made at this meeting, and I declare the nominations to be closed. Proposal 2 asks shareholders to approve an advisory resolution on the fiscal year 2022 compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to the Compensation and Corporate Governance Committee regarding investor sentiment of our executive compensation philosophy, policies and practices. This sentiment will be considered when making future compensation decisions. Proposal 3 asks shareholders to vote on an advisory resolution on the frequency of our future advisory votes on executive compensation, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment with respect to the frequency of executive compensation advisory votes. The final matter to come before the meeting is the ratification of the appointment of KPMG as the company's independent registered public accounting firm to audit the company's financial statements for the fiscal year ending December 31, 2023. The Board of Directors recommends that the appointment be ratified. We now appear to have all the proxies and ballots, and I declare the polls are now closed. The inspector of election will remain -- sorry, the inspectors of election will maintain the proxies and the ballots will be -- and will tally the votes. So Mr. Secretary, will you please give us a report on the results?

Mr. Chairman, based on the Inspector of the Elections preliminary report, each of the nominees for director received more than 80% of the votes cast in favor of his or her election and has been elected as a Director of the company to serve for a 1-year term that will expire in 2024. The resolution on an advisory basis for the compensation of our named executive officers for 2022 received more than 97% of the votes cast in favor of the proposal and has been approved. The resolution on the frequency of future advisory votes for the compensation for our named executive officers received the highest number of votes in favor of an annual advisory vote, and the ratification of the appointment of KPMG as the company's independent registered public accounting firm received more than 99% of the votes in favor, and the appointment has been ratified. We will file the final report of the Inspector of Elections with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting.

All right. Thank you, Mr. Pauls. That concludes the business portion of our meeting, and I will adjourn the meeting now. Happy to answer any questions that you may have.

Mr. Kemper, we have a question from Michael Hymes. Mr. Hymes, right. The carpenters fund support the company's executive compensation plan. Our question relates to the U.S. Securities and Exchange Commission new disclosure provisions requiring the disclosure of compensation actually paid to senior executives as well as the pay versus performance tables. Yes, as the preparation of these disclosures prompted any Compensation Committee reconsideration of its practices concerning the mix of compensation provided the financial and qualitative metrics used in the plan or the named executive officer target compensation levels.

Thank you for the question. We, at this time, have no need to do that as compensation sits pretty closely in line and on top of performance. .

And we have no other questions at this time. Mr. Kemper.

Okay. Well, really appreciate everybody tuning in for yet another annual meeting. UMB is happy to have you all a part of our family, and it's another great year at UMB, and we look forward to seeing you again next year. Sorry about the audio trouble at the very beginning, and we'll -- have yourselves a great rest of your week.

This concludes the meeting. You may now disconnect, and have a pleasant day.