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

Good morning, and welcome to Uniti Group's 2021 Meeting of Stockholders. I would like to introduce the first speaker, President and CEO, Kenny Gunderman.

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 2021 Annual Meeting of Stockholders. I'll 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'll address the business of this meeting in accordance with the agenda set out in the proxy statement. The voting polls were opened on April 1, 2021. Please note that we will close the polls momentarily. So if you've 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 Board of 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.

Thank you. Carmen Perez-Carlton is unable to join us this morning. 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'll ask the inspector of election to state whether a quorum is present.

Mr. Chairman, we have 172,076,179 shares present at this meeting in person or by proxy, which represents 73.69% 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 1, 2021, to all stockholders entitled to vote. The notice contained instructions regarding how to access Uniti's 2020 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 his report on the voting results. The final 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 95.9% of the votes cast at the meeting.

Thank you. All of the nominees have been elected as directors of Uniti to serve until the 2022 Annual Stockholders Meeting or until their successors are elected and qualified. The next meeting 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 this proposal?

The resolution to approve Uniti's executive compensation received the affirmative vote of over 97.8% of the 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 on this vote?

The ratification of KPMG as independent auditors for the current fiscal year received the affirmative vote of over 99.5% 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 the business to be addressed at today's meeting. We will file a Form 8-K within 4 business days that will include the certified results from the inspector. I 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 minutes of this meeting. I'll 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 at this time.

There being no questions, I'd like to take a moment to express appreciation both personally and on behalf of the entire organization for the trust you've placed in Uniti, especially over the past year as we've navigated the unique challenges COVID has presented. We value that trust and take the responsibility very seriously. 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 adjured. Thank you for attending.