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

Hello, and welcome to the 2021 Annual Meeting of Stockholders of CommScope. Please note that today's meeting may be recorded. It is now my pleasure to turn today's meeting over to Mr. Burk Wyatt, Secretary and General Counsel. Sir, the floor is yours.

We would like to welcome you to the 2021 Annual Meeting of the Stockholders of CommScope Holding Company, Inc. In fairness to all stockholders in attendance and in the interest of an 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 Bud Watts, Chairman of the Board of CommScope Holding Company, Inc. On behalf of our company, I welcome you for our 2021 [ Annual Meeting of ] Stockholders, which is now formally called to order. We are very pleased to have each of you in attendance today. In light of current events, you are participating in the meeting virtually again this year. [Operator Instructions] During our meeting, questions from stockholders should pertain to the proposals being considered at today's meeting. We will address any other questions from stockholders 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 along with a link to the rules of conduct, which will govern today's meeting. Let me now begin by introducing all of the other directors of the company. Joining us today are Chuck Treadway, President and CEO; Frank Drendel; Tim Yates; Bill Krause; Joanne Maguire; Austin Adams; Steve Gray; Tom Manning; Mary Chan; Derrick Roman; and Patrick McCarter. We also have the following members of our executive team in attendance today, Alex Pease, our Chief Financial Officer; and Russell Johnson, our Treasurer and Head of Investor Relations. Burk Wyatt, our Chief Legal Officer and Secretary, will serve as Secretary of today's meeting. Let me also introduce [ Devanna Moseli ] of American Stock Transfer & Trust Company, our transfer agent, who will be serving as the Inspector of Election. I would also like to introduce Jeff Ledford of Ernst & Young, our independent auditors, who is available to respond to appropriate question. Our primary business this afternoon will be to accept the proposals to be considered, collect the votes and then receive a preliminary report from the Inspector of Election about the results. Such proposals are set forth in detail in our notice of annual meeting and proxy statement relating to the annual meeting dated March 23, 2021, and mailed to the stockholders by the company as updated with respect to the thresholds in proposal #6 and the additional proxy materials filed with the SEC on April 30, 2021. This brings us to the second item on the order of business, the report of the Secretary. Burk, would you please present the certificate of mail?

Mr. Chairman, on March 24, 2021, [indiscernible] first mailed to each bank, broker, institution and nominee as requested on search cards, the notice of 2021 Annual Meeting of Stockholders, the proxy statement for the 2021 Annual Meeting, the proxy card and the 2020 annual meeting -- annual report to stockholders, and I have an affidavit to that effect. Additionally, on March 24, 2021, American Stock Transfer & Trust company mailed to each other stockholder of record the notice of 2021 Annual Meeting of Stockholders, the proxy statement for the 2021 annual meeting, the proxy card and the 2020 annual report to stockholders, and I have an affidavit to that effect. In addition, I have the following: number one, copies of written notice of the 2021 Annual Meeting of Stockholders of the company, stating the date, time and place of this annual meeting; number two, copies of the related proxy statement, proxy cards and the 2020 annual report, which accompanied the written notice of the 2021 Annual Meeting of Stockholders of the company; and three, a complete list of the stockholders of the company as of the record date, which list of stockholders has been opened for examination at the company for any purpose relevant to this meeting during the ordinary or near business hours for the past 10 days and which list is available for inspection during this 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 2021 Annual Meeting of Stockholders of the company, including the related proxy statement, proxy cards and 2020 annual report in the minute book of the company as part of the minutes of this meeting. This brings us to the third item on the order of business, which is the determination of a quorum. Bylaws provide that the presence in-person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote at a meeting of the stockholders shall constitute a quorum for the transaction of business at this meeting. Burk, do we have a quorum?

Yes, we do. The Inspector of Election has informed us that a majority of the votes cast entitled to be cast as of record, March 9, 2021, are represented at this meeting.

Thank you, Burk. I hereby declare that a quorum is present. It is now 1:07 p.m. on May 7, 2021. The polls are now open. In all, there are 7 proposals to be voted on at today's meeting. All the proposals other than proposal #2 are voted on by holders of our common stock and our Series A convertible preferred stock voting together as a single class. The 7 proposals are as follows: First proposal is the approval of an amendment to the company's amended and restated certificate of incorporation to declassify the company's Board of Directors. Second proposal is the election of Patrick R. McCarter by holders of shares of our Series A convertible preferred stock as a Director designated by the Carlyle Group to hold office until the Annual Meeting of the Stockholders in 2022 or until an earlier death, resignation or removal or until his successor has been elected and qualified. Third proposal is the election of Mary S. Chan, Stephen C. Gray and L. William Krause as Class II directors and the election of Derrick A. Roman as a Class III director. If the first proposal passes, each of these directors will be elected for 1 year terms, to serve until the 2022 Annual Meeting of Stockholders or until an earlier death, resignation or removal or until a successor has been elected and qualified. If the first proposal does not pass, then the Class II directors will be elected to hold office until the annual meeting of stockholders in 2024, and the annual -- excuse me, and the Class III director will be elected to hold office until the annual meeting of stockholders in 2022 or in each case, until an earlier death, resignation or removal or until a successor has been elected and qualified. 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. This proposal is the approval of additional shares under the company's 2019 long-term incentive plan. The sixth proposal is the approval of the termination of certain executive performance options, and the grant of certain other performance-based retention equity award. The seventh 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 2021. 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 stockholders entitled to vote at this meeting have the ability to do so online. If there is any stockholder of record as of March 9, 2021, or holder in street name who had submitted a legal proxy and completed the registration process with our transfer agent, AST, who is not voted by proxy and now wants to vote or has previously voted but now wants to change that vote, please do so via the link on the website used to access this meeting. If you have already sent in your proxy card or voted online or by phone and 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?

No, we have not.

All right. Then let's move on. The polls are about to close. So if you have not yet voted, please do so now. [Voting]

Since all stockholders have had the opportunity to vote, I hereby declare the polls are now closed at 1:11 p.m. on Saturday, May 7, 2021. Burk, do you have the preliminary report from the inspector of Elections?

Yes, Mr. Chairman. I have received the preliminary report from the Inspector of Elections.

All right. Then I'll now call to question on the following resolutions. Proposal number one. Resolved, that the amendment to the company's amended and restated certificate of incorporation to declassify the company's Board of Directors are hereby approved. Burk, based on the report of the Inspector, have the stockholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal #1 has been approved by at least the affirmative vote of the holders of at least 3/4 of the voting power of all of our outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

Thank you, Burk. In that case, please arrange for the certificate of amendment to be filed with the Secretary of State of the State of Delaware. Moving on to Proposal #2. Resolved, that Patrick R. McCarter, hereby is elected as a director of the company, to serve until the 2022 Annual Meeting of Stockholders or until an earlier death, resignation or removal or until his successor is elected and qualified. Burk, based on the report of the Inspector, have the Series A preferred stockholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal number 2 has been approved by at least a majority of the votes cast by holders of our Series A convertible preferred stock voting with respect to that director.

Thank you. Before we move along to proposal number three, Burk, can you please confirm that the certificate of amendment has been filed with the Delaware Secretary of State since that amendment impacts the terms of the directors to be elected pursuant to proposal #3.

Yes, Mr. Chairman. Please wait one moment while I confirm. I can now confirm the certificate of amendment has been filed.

Thank you. In that case, let's move to proposal #3. Resolved that the following persons hereby are elected as Class II directors of the company. Mary S. Chan, Stephen S. Gray, L. William Krause, and the following person is hereby elected as a Class III Director of the company, Derrick A. Roman, in each case to serve until the 2022 Annual Meeting of Stockholders or until an earlier death, resignation or removal or until their successors are elected and qualified. Burk, based on the report of the Inspector, have the shareholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, each director has been elected by at least a majority of the votes cast by the holders of our common stock and Series A convertible preferred stock, voting together as a single class with respect to each director.

Thank you. And fourth, resolved, that the stockholders approve on a nonbinding advisory 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 2021 Annual Meeting of Stockholders. Burk, based on the report of the Inspector, have the stockholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal number 4 has been approved by at least a majority of the vote.

Great. Thanks. And fifth, resolved, that the increase in the number of shares authorized under the CommScope Holding Company, Inc. 2019 long-term incentive plan B, hereby is approved. Burk, based on the Inspector's report, have the shareholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal #5 has been approved by at least a majority of the vote.

Thank you. Six, resolved, that the termination of certain executive performance options and the grant of certain other performance-based retention equity awards, in each case, as described in the proxy statement be and hereby is approved. Burk, based on the report of the Inspector, have the stockholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal #6 has been approved by at least a majority of the vote.

Thank you. And seventh, resolved, that the appointment by the Audit Committee of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, is hereby ratified. Burk, based on the report of the Inspector, have all the stockholders approve this proposal?

Yes, Mr. Chairman, based on the report of the Inspector of Elections, proposal #7 has been approved by at least a majority of the vote.

Great. 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 10-K to be filed with the SEC within 4 business days at this meeting. Having completed the business of today's meeting, I hereby declare that the meeting is adjourned. Thank you for attending today's meeting.

Thank you. This concludes the meeting. You may now disconnect.