Vistance Networks, Inc. (VISN) Earnings Call Transcript & Summary

[Audio Gap] Company, Inc., the company, in fairness to all of our stockholders in attendance and in the interest of order and orderly meeting, we require that you honor the rules of conduct that are posted on the website for today's meeting.

Good afternoon. I'm Eddie Edwards, President and Chief Executive Officer of CommScope Holding Company and Chairman of today's meeting. On behalf of our company, I want to welcome you to our 2020 annual meeting of stockholders, which is now formally called to order. We are pleased to have each of you in attendance today. In light of current events, you are participating in the meeting virtually this year. Stockholders may submit questions at any time during the meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity for you to do so following the meeting. We appreciate your attendance, your interest and most importantly, your support of the company. At the website for today's meeting, you will see the agenda for today's meeting, along with the link of the rules of conduct, which will govern today's meeting. Let me now begin by introducing some of the other directors of the company who are in attendance today. Joining us today are Frank Drendel, Chairman of the Board; Tim Yates, Bill Krause, Joanne Maguire, Austin Adams, Steve Gray, Fred Watts, Tom Manning, Mary Chan, Dan Akerson and Patrick McCarter. We also have the following members of our executive team in attendance today: Alex Pease, our Chief Financial Officer; and Kevin Powers, our Head of Investor Relations. Burk Wyatt, our Senior VP, Chief Legal Officer, General Counsel and Secretary, will serve as Secretary of today's meeting. And we also introduce Devanna Moseli of American Stock Transfer and Trust Company, our transfer agent, who will be serving as the inspector of election. I would also like to introduce Jeff Lassiter of Ernst & Young, our independent auditors, who is available to respond to appropriate questions. Our order of business this afternoon will be to accept the proposals to be considered, collect the votes and then receive a preliminary report of the inspector of election about the results. Such proposals are set forth in detail in the notice of annual meeting and the proxy statement of the company relating to the annual meeting dated March 24, 2020, and mailed to the stockholders by the company. This brings us to the second item in the order of business, the report of the secretary. Burk, will you please present the certificate of mailing?

Mr. Chairman, on March 25, 2020, Morris Devali first mailed to each bank, broker, institution and nominee, as requested, on search cards, the notice of 2020 annual meeting of stockholders, the proxy statement for the 2020 annual meeting, the proxy card in the 2019 annual report to stockholders, and I have an affidavit to that effect. Additionally, on March 25, 2020, American Stock Transfer and Trust Company mailed to each other stockholder of record the notice of 2020 annual meeting of stockholders, the proxy statement for the 2020 annual meeting, the proxy card and the 2019 annual report of stockholders, and I have an affidavit to that effect. In addition, I have the following: number one, copies of the written notice of the 2020 annual meeting of stockholders of the company, stating the date, time and place of the annual meeting; number two, copies of the related proxy statement, proxy cards and the 2019 annual report, which accompanies the written notice of the 2020 annual meeting of the stockholders of the company; number three, a copy of the notice of change to a virtual meeting; and fourth, a complete list of the stockholders of the company as of the record date, which list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days and which list is available for inspection during the meeting by any stockholder upon request.

Thank you, Burk. The secretary is directed to incorporate a copy of the certificates of mailing, written notice of the 2020 annual meeting of stockholders of the company, including the related proxy statement, proxy cards, 2019 annual report and notice of the change to a virtual meeting in the minute book of the company as part of the minutes of this annual meeting. This brings us to the third item on the order of business, which is the determination of a quorum. The bylaws provide that the presence in person or by proxy of the holders of record of a majority of the voting power of the shares entitled to vote at a meeting of the stockholders shall constitute a quorum for the transaction of business at such meeting. Burk, do we have a quorum?

Yes, we do. The inspector of election has informed us that a majority of the votes entitled to be cast as of the record date, March 10, 2020, are represented at the meeting. Approximately 90% of the total shares were voted by proxy prior to the meeting.

Thank you, Burk. I hereby declare that a quorum is present. It is now 1:05 p.m. on May 8, 2020. The polls are now open. In all, there are 7 proposals to be voted on at today's meeting. The first proposal is the election of Daniel F. Akerson and Patrick R. McCarter by holders of shares of our Series A convertible preferred stock as directors designated by the Carlyle Group to hold office until the annual meeting of stockholders in 2021 or until earlier death, resignation or removal or until their successors have been elected and qualified. The remaining proposal shall be voted on by holders of our common stock and our Series A convertible preferred stock voting together as a single class. The second proposal is the election of Frank M. Drendel, Joanne M. McGuire and Tom J. Manning -- Thomas J. Manning as Class I directors to hold office until the annual meeting of stockholders in 2023 or until earlier death, resignation or removal or until their successors have been elected and qualified. The third proposal is the ratification of the Audit Committee's appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal 2020. The fourth proposal is the approval of a nonbinding advisory resolution, approving the compensation of our named executive officers as set forth in the proxy statement. The fifth resolution is the approval of a nonbinding advisory resolution, approving the frequency of future advisory votes on the compensation of our named executive officers. The sixth proposal is the approval of the elimination of restrictions of the issuance of common shares in connection with the conversion or redemption of the preferred shares or Carlyle's exercise of participation rights and own the voting of preferred shares. The seventh proposal is the approval of additional shares under the company's 2019 long-term incentive plan. These 7 proposals have been properly brought before the meeting. And under the bylaws, no one else can be nominated as a director from the floor, and no other proposal can be made from the floor. All CommScope shareholders entitled to vote at this meeting have the ability to do so online. If there is any stockholder of record as of March 10, 2020, or holder in street name who has submitted a legal proxy and completed the registration process of our transfer agent, AST, who has not voted by proxy and now wants to vote or who has previously voted but now wants to change that vote, please do so via the link on the webcast -- on the website used to access this meeting. If you have already sent in your proxy card or voted online or by phone and do not want to change your vote, you do not need to do anything now. Burk, have we received any questions or comments on these proposals?

We do not have any.

Okay. Then I'll call the question of the following resolutions. Resolved that the following persons hereby are elected as directors of the company to serve until the 2021 annual meeting of stockholders or until an earlier death, resignation or removal or until their successors are elected and qualified, Daniel F. Akerson, Patrick R. McCarter. And second, resolved that the following persons hereby are elected as Class I directors of the company to serve until the 2023 annual meeting of stockholders or until an earlier death, resignation or removal or until their successors are elected and qualified, Rankin Drendel, Joanne M McGuire; and Thomas J. Manning. And third, resolved that the appointment of the audit committee of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, is hereby ratified. And fourth, resolved that the stockholders approve, and on a nonbinding basis, the compensation of the company's named executive officers, as discussed and disclosed in the compensation discussion and analysis, the compensation tables and any narrative executive compensation disclosure contained in the proxy statement relating to this 2020 annual meeting of stockholders. And fifth, resolved that the stockholders recommend on a nonbinding advisory basis that advisory votes on the compensation of the company's named executive officers be held every year. And sixth, resolved that the stockholders approve the elimination of restrictions on the issuance of shares of common stock in connection with the conversion or redemption of the company's Series A convertible preferred stock or Carlyle's exercise of participation rights on the voting shares of Series A convertible preferred stock. And seventh, resolved that the increase in the number of shares authorized on CommScope Holding Company, Inc. 2019 long-term incentive Plan B, and hereby is approved. I will pause once more to see if any questions have been submitted with respect to the proposals.

There are none.

The polls are about to close. So if you have not voted -- not yet voted, please do so. So all stockholders have had the opportunity to vote, I hereby declare the polls are now closed at 1:11 p.m. on May 8, 2020. Burk, do you have a preliminary report of the inspector of elections?

Mr. Chairman, I have received the preliminary report from the inspector of elections and will incorporate it as reference in the minutes of the meeting. Based upon my review of the preliminary report, all 7 of the proposals have been approved by at least a majority vote.

Thank you, Burk. We will file the final report of the inspector of election with the records of this meeting. We expect to report the final results of the voting on a Form 8-K to be filed with the SEC within 4 days of this meeting. Having completed the business of today's meeting, I hereby declare the meeting is adjourned. I thank you all for attending the meeting today. That concludes our meeting.

Thank you for joining.