Uniti Group Inc. (UNIT) Earnings Call Transcript & Summary

Good morning and welcome to the Uniti Group Annual Meeting of Stockholders. I would now like to turn the conference over to Kenny Gunderman. Please go ahead.

Thank you, and good morning. I'm Kenny Gunderman, President and CEO of Uniti Group. On behalf of the company's Board of Directors and management, I'd like to welcome you to the 2020 Annual Meeting of Stockholders. I will act as Chairman of the Annual Meeting. I now call the meeting to order and ask Daniel Heard, our Corporate Secretary, to record the minutes. We will address the business of this meeting in accordance with the agenda set out in the proxy statement. The voting polls were closed on April 2, 2020. Please note that we will close the polls momentarily, so if you have not voted, you should do so now via the annual meeting web portal. Stockholders who have previously voted and do not wish to change their vote are not required to take further action. At this time, I'd like to introduce the members of our senior leadership team present at this meeting. Joining me today are Mark Wallace, Executive Vice President, Chief Financial Officer and Treasurer; and Daniel Heard, Executive Vice President, General Counsel and Secretary. Also present are all of Uniti's directors, each of whom is standing for reelection today. I will ask each director to announce his or her presence after being introduced. Skip Frantz is Chairman of the Board of Uniti.

Present.

Jenny Banner.

Present.

David Solomon.

Present.

Scott Bruce.

Present.

Carmen Perez-Carlton.

Present.

Also in attendance from KPMG, our independent auditors, are both Troy Butz and Craig Fischer. And with American Election Services, the inspector of election for our meeting today is Paul Ramirez. We will now turn to the business of today's meeting. I will ask the inspector of election to state whether a quorum is present.

Mr. Chairman, we have 172,095,481 shares present at this meeting in person or by proxy, which represents 88.62% of the shares outstanding and entitled to vote. Accordingly, under Uniti's bylaws, a quorum is present.

The Corporate Secretary will now certify that all voting stockholders were notified of the meeting today.

Mr. Chairman, I certify that a written notice of this meeting was distributed beginning on April 2, 2020, to all stockholders entitled to vote. The notice contained instructions regarding how to access Uniti's 2019 Annual Report and Proxy Statement and how to vote. Additionally, the notice and proxy materials will be entered into the minutes of this meeting.

Thanks, Daniel. I'll now turn to the voting items on today's agenda. We have 3 company proposals up for voting. Now that all stockholders of record have had an opportunity to vote, the polls are closed and voting is completed, I request that the inspector of election tally any additional votes submitted during the meeting today to include in this report on the voting results. The first item of business is the election of directors. Will the inspector of election please announce the results of the voting?

Mr. Chairman, each of the nominees for Director has received the affirmative vote of over 97.82% of the votes cast at the meeting.

Thank you. All of the nominees have been elected as directors of Uniti to serve until 2021 Annual Stockholders' Meeting or until their successors are elected and qualified. The next item is a vote on a nonbinding resolution to approve Uniti's executive compensation referred to as say-on-pay. Will the inspector of election now announce the results of the vote on that proposal?

The resolution to approve Uniti's executive compensation received the affirmative vote of over 94.76% of votes cast at the meeting.

Thank you. The last item of business is ratification of KPMG as independent auditors for the current fiscal year. Will the inspector of election now announce the results of this vote?

The ratification of KPMG as independent auditors for the current fiscal year received the affirmative vote of over 99.26% of the votes cast at the meeting.

Thank you. The appointment of KPMG as independent auditors for the current fiscal year has been ratified by the stockholders. This concludes all of the business to be addressed at today's meeting. We will file an 8-K within 4 business days that will include the certified results from the inspector. I'll ask the inspector of election to present to the Corporate Secretary, following this meeting, a certification of the number of shares represented at the meeting and the count of all votes and ballots and that this certificate be filed with the minutes of this meeting. I now ask the Corporate Secretary, if there are any questions from stockholders that we or KPMG should address at this time.

Mr. Chairman, there are no questions that should be addressed.

Thank you. There being no questions, I'd like to take this opportunity to say we hope you, your family and loved ones remain safe and healthy during this COVID-19 pandemic. I would also like to express our sincere thanks for your encouragement and support and your continued interest in our progress in months and years that lie ahead. I encourage stockholders to reach out to our Investor Relations team if you have questions. Contact information for the team is listed on the Investor Relations tab of our website. We are certainly happy to address any questions you may have. There is no further business to come before this meeting, and we are adjourned. Thank you for attending.

The conference has now concluded and thank you for attending today's presentation. You may now disconnect.