United-Guardian, Inc. (UG) Earnings Call Transcript & Summary

Okay. Good afternoon, everybody. I'm Ken Globus, President of United-Guardian and I call to order the Annual Meeting of the Stockholders of United-Guardian, which is being held by video conference this 26th day of August 2022. Andrea Young, Secretary of the corporation, is present and pursuant to the bylaws of the corporation will act as secretary of the meeting. Andrea?

She is on mute.

Okay, there we go. I present a copy of the notice of this meeting, which has been sent to each stockholder of record together with proof of mailing of such notice. I ask that this notice and the affidavit of mailing be filed in the records of the corporation.

I move that notice of this meeting together with the affidavit of mailing be filed in the records of the corporation.

I second the motion.

We have a list of stockholders -- I'm sorry.

All those in favor of the motion say, aye.

Aye.

Aye.

Those opposed say, no. The motion is carried and the secretary is directed to file the notice and affidavit of mailing with the records of the corporation.

We have a list of stockholders of the corporation as of July 7, 2022, the record date fixed by the Board of Directors for those stockholders entitled to notice of this meeting. The list has been prepared and certified by Continental Stock Transfer and Trust, registrar of the corporation. I ask for a motion that the list be filed in the records of the corporation.

I move that the list be filed in the records of the corporation.

I second the motion.

All in favor of the motion say, aye.

Aye.

Aye.

All opposed say, no. Motion is carried and the secretary is directed to file this list of stockholders with the records of the corporation. I now call for nominations for inspectors of election.

I nominate Andrea Young and [ Barbara Ricardo ] to be inspectors of election.

I second the motion.

Are there any further nominations? None. I declare nominations closed. All those in favor of the election of Andrea Young and [ Barbara Ricardo ] as inspectors of election, please say, aye.

Aye.

Aye.

All opposed say, no. Andrea Young and [ Barbara Ricardo ] have been elected inspectors of election. Will the inspectors please sign the oath of office and turn it into the company at the end of this meeting? Inspectors of election have reported that the holders of a total of 3,907,974 shares are present right by proxy. Total number of shares present constitutes a quorum and represents 85% of the 4,594,319 shares outstanding. The meeting may now proceed to business. Copies of the company's annual report for fiscal year 2021 have been mailed to all stockholders of record. In view of this fact, I ask for a motion dispensing with the reading of the report and directing the secretary to file a report with the records of the corporation.

I move that the reading of the annual report be dispensed with and that it will be filed with the records of the corporation.

I second the motion.

All those in favor say, aye.

Aye.

Aye.

All those opposed say, no. The motion is unanimously carried, and the secretary is directed to file the annual report with the records of the corporation. The next order of business is the election of directors of the corporation for the coming year. I ask the nominations for the office of director.

I nominate the following as directors of the corporation for the ensuing year: Ken Globus, Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone and S. Ari Papoulias.

I second the nominations.

Are there any further nominations? None. I ask for motion to close the nominations.

I move that the nominations be closed.

I second the motion.

All those in favor, say, aye.

Aye.

Aye.

All those opposed say, no. Motion is carried. Was there a no?

No, nos.

Okay. Motion is carried. The proxies contain the following proposals. Number one, to elect 5 directors to serve until the next annual meeting. Number two, to approve the holding of an advisory vote every 1, 2 or 3 years on the compensation paid to the company's named executive officers. Number three, to approve on an advisory basis the actual compensation paid to the company's named executive officers. And four, to ratify the appointment of Baker Tilly as the independent public accountants of the company for the fiscal year ending December 31, 2022. Since there is no voting taking place at the meeting today, I can report that based on the information provided to the company by Continental Stock Transfer and Trust Company, who is the company's stock transfer agent, the voting results were as follows. On the proposal to elect 5 directors to serve until the next annual meeting, each of the nominated directors has been reelected for the coming year. Every director received at least 2,285,801 votes for, which is about 49.8% of the outstanding shares. The maximum votes received by any director was 2,735,785, which is approximately 59.6% of the outstanding shares. There were no votes against any director. Abstentions range from a low of 60,835 to a high of 510,819, and there were a total of 1,111,354 broker non-votes for each director. On the proposal to approve the holding of a vote every 1, 2 or 3 years on an advisory basis on the compensation paid to the company's named officers, the proposal to do so every year has passed. The vote totals were, for a vote every year 2,596,381; for vote every 2 years, 15,607; for vote every 3 years, 167,016. There were 17,616 abstentions and 1,111,354 broker non-votes. On the proposal to approve on an advisory basis, the actual compensation paid to the company's named executive officers, the proposal has passed. Vote totals were 2,717,089 for; 67,861 against; 11,670 abstentions; and 1,111,354 broker non-votes. And finally, on the proposal to ratify the appointment of Baker Tilly as the company's independent public accountants for the fiscal year ending December 31, 2022, the proposal has passed. The vote totals were 3,844,887 for and 49,302 against with 13,785 abstentions and no broker non-votes. I call now for a motion that the vote certification of the inspectors of election be filed with the records of the corporation.

I move that the vote certification of the inspector of election be filed with the records of the corporation.

I second the motion.

All those in favor say, aye.

Aye.

Aye.

All opposed say, no. Motion is carried. The complete voting results will be posted on our website. Usually at this point in the meeting, I give a summary of last year's financial results and a brief description of the year-to-date results and activities. But since we're already 8 months into the year and the latest stockholder letter just went out to everyone last week, I'm going to skip the summary this year and just open up for any questions that anyone may have. Okay. No questions. Okay. If there is no further business, I call for a motion to adjourn.

I move the meeting be adjourned.

I second the motion.

All those in favor say, aye.

Aye.

Aye.

All opposed say, no. Motion is carried and the meeting is adjourned. The directors will now go to the other link for the regular meeting. I appreciate it. It may be 5 minutes and then log back on.

Okay.

Okay. Thank you, everybody.

Yes. Bye.

Thank you.

Bye.