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

Hello, and welcome to the Annual Meeting of Shareholders of Willdan Group. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Kate Nguyen, Company Secretary, the floor is yours.

Thank you. Good morning, ladies and gentlemen. I want to welcome you and thank you for attending the 2023 Annual Meeting of Stockholders of Willdan Group, Inc. I am Kate Nguyen, Secretary. 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. A list of stockholders of record is available for inspection by the stockholders of record during this meeting for any reason to this meeting. Stockholders who possess a control number and desire to ask the question during the meeting may do so by clicking the message icon and typing the question into the appropriate box were indicated on the webcast portal for this meeting. We will respond to appropriate questions about the proposals being voted on today after all the proposals have been presented. Only stockholders who possess the control number will be permitted to ask questions. The polls are open, and you may vote by electronic ballot at any time during the annual meeting until the poll closed. There are 5 items of business on today's agenda: first, the election of directors; second, the ratification of the appointment of Crowe LLP as the company's independent auditors for the 2023 fiscal year; third, the approval on a nonbiding advisory basis of the company's named executive officer compensation. Fourth, the approval and amendment to the company's 2008 performance incentive plan, which we refer to as the 2008 plan, including an increase in the number of shares available for grant under the 2008 plan. And fifth, the approval of amendment to the company's 2006 employee stock purchase plan, which we refer to as the ESPP, including an increase in the number of shares available for issuance under the ESPP. I will act as Secretary of this meeting. I'd like to take this opportunity to introduce the directors nominees, officers and other invited guests of the company who are present on the call today. The directors are Tom Brisbin, Chairman and CEO; Steve Cohen, Lead Independent Director; Cynthia Downes; Dennis McGinn; Wanda Reder; Keith Renken; and Mohammad Shahidehpour. Officers, Mike Bieber, Kim Early and Micah Chen. Invited guests, Nicole D'Arcy, Chief of Crowe, she'll be available during the question-and-answer session to respond to the appropriate questions and [indiscernible]. The Board of Directors has appointed Christine Abbey, a representative of Computershare Trust and Company NA, to act as inspector of election. She will tabulate the voting results for today's meeting. I have received an affidavit that on April 26, 2023, we began mailing the notice of Internet availability of proxy materials to all stockholders of record as of April 18, 2023. 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 election for this meeting has examined the proxies received and the registers 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 presence or by proxy 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've already voted by proxy, by telephone, Internet or mail and 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 have provided a control number when you logged in and wish to vote while participating in this meeting, if you wish to revoke your proxy and change your vote, you should vote today by going to the vote tab on the webcast portal and following the instructions. To vote at today's meeting, you must be a record owner of the shares you are voting as of April 18, 2023, which is the record date, or you must have a valid proxy from such record holder. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies or revoke or changes after the closing of the poll. If you intend to vote today at this meeting, but are having technical difficulties with the webcast portal, please call toll-free 1888-724-2416 for assistant. 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 the electronic ballot after all items have been introduced. The first item of business is the election of 7 directors. The Board of Directors has named in the proxy statement the following nominees for election as directors. Each to serve until the 2024 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified or until their earlier death, resignation or removal. Thomas D. Brisbin; Stephen A. Cohen; Cynthia A. Downes; Dennis B. McGinn; Wanda K. Reder; Keith W. Renken; and Mohammad Shahidehpour. Because no other nominations were received in accordance with the advanced notice provision of our company's 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 for Crowe LLP as the company's independent registered public accounting firm for fiscal year 2023. Nicole D'Arcy representing Crowe LLP presents 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 fiscal year 2023. The next 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. The next item of business will be to consider the approval under amendment to the company's 2008 performance incentive plan, including an increase in the number of shares available for grant under the 2008 plan. The Board of Directors recommend a vote for the approval and amendment to the company's 2008 performance incentive plan, including an increase in the number of shares available for grant under the 2008 plan. The final item of business will be to consider the approval and amendment to the company's 2006 employee stock purchase plan, including an increase in the number of shares available for issuance under the ESPP. The Board of Directors recommends a vote for the approval and amendment to the company's 2006 employee stock purchase plan, including an increase in the number of shares available for issuance under the ESPP. That concludes the introduction of all matters requiring a stockholder vote today. We anticipate taking questions on the proposal for approximately 15 minutes. Are there any questions on any of the proposals? No questions. There are no questions. The polls are open, as stated earlier, if you have already submitted a proxy by telephone, Internet or mail and do not wish to change your vote, you do not need to do anything else at this time. Any stockholders who have not yet voted or wish to change his or her vote, may do so by clicking on the Vote tab on the webcast portal and following the instructions. If you have not yet submitted a proxy on 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 date 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 are now counted by the inspector of elections. The votes have been calculated and inspector of elections has informed me that Mr. Brisbin, Mr. Cohen, Ms. Downes, Mr. McGinn, Ms. Reder, Mr. Renken, 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 fiscal year 2023 has been ratified. The nonbinding advisory vote on the company's named Executive Officer compensation was not approved. The amendment to the company's 2008 performance incentive plan, including an increase in the number of shares available for grant under the 2008 plan was approved. And the amendment to the company's 2006 employee stock purchase plan, including an increase in the number of shares available for issuance under the ESPP was approved. The inspector of election will furnish to me a written report of the final count with respect to the matters voted on today, which shall be included in the minutes of the meeting. The final results of today's vote will be reported in a Form 8-K to be filed with the Securities Exchange Commission within the next 4 business days. On behalf of the company, thank you again for your participation and continued support. There being no further business before the meeting, the meeting is now adjourned.

This concludes the meeting. You may now disconnect.