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

Hello, and welcome to the CommScope Holding Company Annual Meeting. Please note that this meeting is being recorded.

We would like to welcome you to the 2023 Annual Meeting of Stockholders of CommScope Holding Company. 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 and Chairman of today's meeting. On behalf of our company, I want to welcome you to our 2023 Annual Meeting of Stockholders, which is now formally called to order. We are pleased to have each of you in attendance today. We welcome your attendance to this meeting virtually again this year. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. 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 the meeting. Let me now begin by introducing my fellow directors of the company who are in attendance today. Joining us today are Chuck Treadway, President and CEO; Mary Chan, Frank Drendel, Steve Gray, Bill Krause, Mindy Mackenzie, Joanne Maguire, Tom Manning, Patrick McCarter. Derrick Roman and Tim Yates. We also have Kyle Lorentzen, our Chief Financial Officer in attendance with us today. Justin Choi, our Chief Legal Officer and Secretary, will serve as Secretary of today's meeting. Let me also introduce [indiscernible] 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 Andy Largen of Ernst & Young, our independent auditor, who is available to respond to appropriate questions. Our order of business this afternoon will include, among other things, addressing proposals to be considered, collecting the votes and then receiving a preliminary vote report from the Inspector of Election. Such proposals are set forth in detail in our notice of annual meeting and proxy statement relating to the annual meeting dated March 27, 2023, and mailed to the stockholders by the company. This brings us to the second item on the order of business, the report of the secretary. Justin, would you please present the affidavit for mailing?

Mr. Chairman, on March 28, 2023, Morrow Sodali first mailed to each bank, broker, institution and nominee and American Stock Transfer and Trust Company mailed to each stockholder record the notice of the 2023 Annual Meeting of Stockholders and full sets of materials that include the proxy statement, the proxy card and the 2022 annual report. I have affidavit of mailing for each such mailing. In addition to copies of the proxy materials, I have a complete list of the stockholders of the company as of the record date, which has been open for examination at the company's principal place of business for any purpose relevant to this meeting during ordinary business hours for the past 10 days.

Thanks, Justin. Please incorporate a copy of the affidavit of mailing and a full set of the proxy materials into 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. By laws provide that the presence in person or by proxy of the holders of record of a majority and voting power of the shares entitled to vote at a meeting of stockholders, which I'll constitute a quorum for the transaction of business at this meeting. Justin, do we have a quorum?

Yes, we do. The inspector of election has informed us that a quorum is present.

Thank you, Justin. I hereby declare that a quorum is present. It's now 1:04 p.m. on May 11, 2023. The polls are now open. 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 15, 2023, or holder in Street name who has submitted a legal proxy and completed the registration process with 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 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 right now. In all, there are 5 proposals to be voted on at today's meeting, each of which is described in detail in the proxy statement. All of the proposals other than proposal #1 are voted on by the holders of our common stock and our Series A convertible preferred stock building together as a single class. The 5 proposals have been properly brought before the meeting. And under the bylaws, no director nominations can be made from the floor, and no other proposal can be made from the floor. Polls are about to close. So if you have not voted yet, please do so. [Voting]

Since all stockholders have had the opportunity to vote, I hereby declare the polls are now closed at 1:06 p.m. on May 11, 2023. Justin, do you have the preliminary report from the inspector of election?

Yes, Mr. Chairman, I have received the preliminary report from the inspector of election.

Okay, then I'll now call the question on the following resolutions. Proposal #1, resolved that each of Mindy Mackenzie and Patrick R. McCarter hereby is elected as a Director of the company in each case to serve until the 2024 Annual Meeting of Stockholders or until an earlier death, resignation or removal or until a successor is elected and qualified. Justin, have the Series A preferred stockholders approved this proposal?