Willdan Group, Inc. (WLDN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of the Willdan Group. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to attend today's meeting over to Stacy McLaughlin, Chief Financial Officer of Willdan. Ms. McLaughlin, the floor is yours.

Good morning, ladies and gentlemen. I want to welcome you and thank you for attending the 2020 Annual Meeting of Stockholders of Willdan Group, Inc. I'm Stacy McLaughlin, Chief Financial Officer. We are excited to host our annual meeting virtually again this year. A virtual meeting is an annual meeting that takes place exclusively via Internet webcast, and we believe that through this online platform, we can increase stockholder access and participation, especially this year in light of the ongoing COVID-19 pandemic and the related restrictions on public gatherings that are currently in place. At this time, I call the meeting to order. The agenda for today's meeting is available for viewing on your screen during the webcast. The rules of conduct for this meeting can be accessed under the Meeting Materials section of the webcast. Stockholders who possess their control number and desire to ask a question during the meeting may do so by clicking the message icon and typing the question into the appropriate box where indicated on the webcast portal for this meeting. We will respond to appropriate questions about the proposals being voted on today after all of the proposals have been presented. Only stockholders who possess a control number will be permitted to ask questions. There are 3 items of business on today's agenda: one, the election of directors; two, the ratification of the appointment of Crowe LLP as the company's independent auditors for the 2020 fiscal year; and three, the approval on a nonbinding advisory basis of the company's named executive officer compensation. I will act as secretary of this meeting, I would like to take this opportunity to introduce the director nominees, officers and other invited guests of the company who are present on the call today. Directors, Tom Brisbin, Chairman and CEO; Keith Renken, Lead Independent Director; Steve Cohen, Debra Coy, Ray Holdsworth, Doug McEachern, Dennis McGinn and Mohammad Shahidehpour. Officers, Mike Bieber, Daniel Chow, Paul Whitelaw and Micah Chen; and invited guests, Glenn Richards from Crowe. He will be available during the question-and-answer session to respond to appropriate questions. And John-Paul Motley from O'Melveny & Myers. The Board of Directors has appointed Christine Abbey, a representative of Computershare Trust Company NA to act as inspector of elections. She will tabulate the voting results for today's meeting. I have received an affidavit that on April 22, 2020, we began mailing the notice of intent availability of proxy materials to all stockholders of record as of April 14, 2020, the record date for the meeting. A copy of the notice and the affidavit will be included in the minutes of this meeting. The inspector of elections for this meeting has examined the proxies received and the register of the individuals present on this call and reports that holders of a majority of the shares of common stock outstanding on the record date are represented by present or by proxies at this meeting. Therefore, a quorum is present and we may proceed with the business portion of our meeting. The proposals to be voted on have been described in detail in the proxy statement. If you have already voted by proxy, by telephone, Internet or mail, you do not wish -- and you do not wish to change your vote, you do not need to vote here at the meeting. Your vote has already been recorded. If you provided a control number when you logged in and wish to vote while participating in this meeting, or if you wish to revoke your proxy and change your vote, you should vote today by clicking on the Cast Your Vote link on the webcast portal and following the instructions. To vote at today's meeting, you must be the record owner of the shares your voting as of April 14, 2020, which is the record date or you must have a valid proxy from such record owner. If you intend to vote today at the meeting, but are having technical difficulties with the webcast portal, please call toll free 1 (800) 962-4284 for assistance. Please note that you will not be able to submit your vote via telephone. I will now proceed with introducing each of the items of business at today's meeting. You will have an opportunity to complete and submit your electronic ballot after all items have been introduced. The first item is the election of 8 directors. The Board of Directors has named in the proxy statement the following nominees to serve as directors, each to serve until the 2021 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation or removal: one, Thomas D. Brisbin; two, Keith W. Renken; three, Steven A. Cohen; four, Debra Coy; five, Raymond W. Holdsworth; six, Douglas J. McEachern; seven, Dennis V. McGinn; and eight, Mohammad Shahidehpour. Because no other nominations were received in accordance with the advanced notice provisions of our bylaws, all nominations are now closed. The Board of Directors recommends a vote for all of the Director nominees. The next item of business will be the ratification of the appointment by the Board of Directors of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending January 1, 2021. Glenn Richards, representing Crowe LLP is present and available to answer appropriate questions. The Board of Directors recommends a vote for the ratification of the appointment of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending January 1, 2021. The final item of business will be to consider the approval on a nonbinding advisory basis of the company's named executive officer compensation. The Board of Directors recommends a vote for the approval on a nonbinding advisory basis of the company's named executive officer compensation. That concludes the introduction of all matters requiring a stockholder vote today. We anticipate taking questions on the proposals for approximately 15 minutes. Are there any questions on any of the proposals? There are no questions. The polls are now open and stockholders will now vote on the proposals. The voting today is by proxy and electronic ballot. As stated earlier, if you have already submitted a proxy by telephone, Internet or mail, if you do not wish to change your vote, you do not need to do anything else at this time. Any stockholder who hasn't yet voted or wishes to change his or her vote may do so by clicking on the Cast Your Vote link on the webcast portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now in order for your vote to be counted by the inspector of election. We will leave the polls open for approximately 2 minutes to allow anyone who chooses to vote electronically to cast their ballots. [Voting]

Proposals must be made in advance of the meeting to be considered. Accordingly, the polls are now closed and voting on the matters set forth in the notice of annual meeting is now concluded. All ballots will now be counted by the inspector of election. The votes have been calculated and I am pleased to report the inspector of elections has informed me that Mr. Brisbin, Mr. Renken, Mr. Cohen, Ms. Coy, Mr. Holdsworth, Mr. McEachern, Mr. McGinn and Mr. Shahidehpour have been elected as Directors; the appointment by the Board of Directors of Crowe LLP as the company's independent registered public accounting firm for the fiscal year ending January 1, 2021, has been ratified; and the nonbinding advisory vote on the company's named executive officer compensation was approved. The inspector of elections will furnish to me a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of the meeting. On behalf of the company, thank you again for your participation and continued support. There being no further business before the meeting, this meeting is now adjourned.

This concludes the meeting. You may now disconnect.