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. The meeting is about to begin.

Welcome to the 2024 Annual Meeting of Stockholders of CommScope Holding Company. I am Justin Choi, the company's Chief Legal Officer and Secretary. 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. To start the meeting, I would like to introduce Bud Watts, our Chairman of the Board and Chairman of this meeting.

Thank you, Justin. Good afternoon. On about half of CommScope, I want to welcome you to our 2024 Annual Meeting of Stockholders, which is now formally called to order. We are very pleased to have each of you in attendance today. 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 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 begin by introducing the other directors of the company who are in attendance today. Joining us are Chuck Treadway, President and CEO; Steve Gray, Scott Hughes, Bill Krause, Joanne Maguire, Tom Manning, Patrick McCarter, Derrick Roman and Tim Yates, our Lead Independent Director. We also have Kyle Lorentzen, our Chief Financial Officer in attendance today; and Justin Choi, our Chief Legal Officer and Secretary, who will serve as Secretary of today's meeting. Let me also introduce [ Devana Reid ] of Equiniti Trust Company, our transfer agent, who will be serving as the Inspector of Election. And Andy Largen of Ernst & Young, our independent auditors, who is available to respond to appropriate questions. The order of business this afternoon is to address the proposals set forth in the proxy statement related to this annual meeting, collect the votes and then receive a preliminary vote report from the Inspector of Election. This brings us to the second item on the order of business, the report of the secretary. Justin, will you please present the affidavits of mailing.

Mr. Chairman, on March 26, 2024, Morrow Sodali, first mailed to each bank, broker, institution and nominee and Equiniti Trust Company mailed to each stockholder of record the notice of the 2024 Annual Meeting of Stockholders and full sets of materials that include the proxy statement, the proxy card and the 2023 annual report. I have affidavits 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 relent this meeting during ordinary business hours for the past 10 days. The affidavits of mailing, including the proxy materials, will be inserted into the minute book of the company.

Thank you, Justin. This brings us to the third item of business, which is the determination of a quarterly. The bylaws provide that the presence in person or by proxy of the holders of record of a majority and building 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. Justin, do we have a quorum?

Yes, we do. The Inspector of Election has informed us that a quorum is present.

Thank you. I hereby declare that a quorum is present. It is now 1:04 p.m. on May 9, 2024. 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 13, 2024 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've already said 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. 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 voting 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. Justin, have we received any questions or comments on these proposals?

No questions have been received, Mr. Chairman.

Thank you. Moving on. The polls are about to close. So if you've not yet voted, please do so. [Voting]

Since all the stockholders have had the opportunity to vote, I hereby declare the polls are now closed at 1:05 p.m. on May 9, 2024. Justin, do you have the preliminary report from the Inspector of Elections?

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