Brunswick Corporation (BC)
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AGM 2020

May 6, 2020

Operator

Good morning and welcome to the 2020 Annual Shareholder Meeting of Brunswick Corporation. I would now like to turn the call over to Manny Fernandez, Chairman of the Board of Brunswick Corporation. The floor is yours.

Manuel Fernandez
Chairman of the Board, Brunswick Corporation

Thank you and welcome, everyone. Thank you for joining us today. We are conducting this meeting in unprecedented times with the COVID-19 pandemic. Before we begin, I would like to send my thoughts and best wishes to those suffering from the disease and all of those impacted by social and economic consequences. Our CEO, Dave Foulkes, will have some further comments on Brunswick's response to the pandemic, and the business portion of our meeting is complete. Because of this current pandemic and for health and safety reasons, we are hosting this meeting virtually. This format also allows us to be more inclusive and reach a greater number of shareholders, and it's our custom we will conduct the business portion of our meeting first and answer questions at the end of the meeting.

It is now shortly after 11:00 A.M. Central Daylight Time on May the 6th, and this meeting is officially called to order. In addition to members of senior management joining us today, I would like to introduce the other members of the board joining us for today's meeting: Nancy Cooper. Nancy is the chair of our audit committee. David Everitt. David is the chair of our human resource and compensation committee. Lauren Flaherty. David Foulkes, our CEO. Joseph McClanathan. David Singer. David is the chair of our finance committee. Jane Warner. Steve Whisler. Steve is the current chair of our nominating and corporate governance committee. And Roger Wood. Also on the phone and available to answer questions concerning Brunswick's financial statements during our questions and answers session is Brett Garrett from Deloitte & Touche, our independent auditors.

After the formal portion of the meeting is adjourned, we will provide time for general questions, and I want to remind you that only validated shareholders may ask questions in the designated field of the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording devices. Now, I would like to introduce Chris Decker, the General Counsel and Corporate Secretary of Brunswick. Chris will act as secretary of the meeting, and I will turn the meeting over to Chris to report on the proof of notice and quorum.

David Foulkes
CEO, Brunswick Corporation

Thank you, Manny. The board of directors fixed March 10, 2020, as the record date for determining shareholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of internet availability of the notice of the meeting, the proxy statement, and the 2019 annual report to shareholders, or two, the documents themselves were mailed on or about March 20, 2020, to all shareholders as of the record date, and that affidavit will be incorporated into the minutes of this meeting. The proxy statement and 2019 annual report are available now on the web portal as well. The shareholder list shows that as of the record date, there were 79,356,054 shares of common stock outstanding and entitled to vote at this meeting.

There are represented, in person or by proxy, shares of common stock representing 73,826,840 votes, or approximately 93% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Manny will now review the proposals up for vote.

Manuel Fernandez
Chairman of the Board, Brunswick Corporation

Thank you, Chris. Now, I'll present the matters to be voted upon. Please note that shareholders may submit questions or comments on the proposals through the web portal, and those will be addressed after all three proposals are presented. The first proposal is the election of six directors named in the proxy statement for 10 terms expiring in the annual meeting in 2021 or until their successors have been elected and qualified. The Board recommends a vote for the elections of the following individuals as directors of the company: Nancy Cooper, David Everitt, Lauren Flaherty, Joseph McClanathan, Jane Warner, and Roger Wood. The second proposal is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote, is required as a result of the Dodd-Frank Act.

Our shareholders have voted that the preference is to hold such votes on an annual basis, and the board elected to do so. It is a non-binding vote, although the compensation committee and the board will certainly consider the results of the vote when making future compensation decisions. The board recommends voting for the say-on-pay proposal. The third and final proposal is the ratification of the audit committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2020. The board and the audit committee recommend a vote for the ratification of Deloitte & Touche LLP's appointment. If any shareholders would like to make a comment regarding any of the proposals, please submit your comments through the web portal. Chris.

David Foulkes
CEO, Brunswick Corporation

Manny, we do not have any questions or comments specifically relating to the proposals on the web portal, and we will respond to general questions at the end of our meeting.

Manuel Fernandez
Chairman of the Board, Brunswick Corporation

Thank you. Shareholders voting on the web portal has been open since 11:00 A.M. Central Daylight Time on May 6, 2020. Any shareholders who haven't yet voted or wish to change the prior vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. I'm going to pause to see if we have anyone give them the opportunity to vote. Hearing none, I now declare the polls for the 2020 Brunswick Corporation Annual Shareholders Meeting closed. Chris, do we have any preliminary voting results?

David Foulkes
CEO, Brunswick Corporation

We do. We've been informed by the inspector of election that the preliminary vote report shows, one, that the nominees for election to the board have been duly elected. Two, a majority of the voting shares has voted on an advisory basis in favor of the company's compensation program for its named executive officers. And three, a majority of the voting shares has voted in favor of the third proposal and ratified the appointment of Deloitte and Touche as the company's auditor for 2020. We will report the final vote results in an SEC filing within four days.

Manuel Fernandez
Chairman of the Board, Brunswick Corporation

Thank you, Chris. There being no further business to come before the meeting, the 2020 annual meeting of the shareholders of Brunswick Corporation is now adjourned. I will now turn the meeting over to Dave Foulkes, our CEO, who will give some brief comments followed by our Q&A session.

David Foulkes
CEO, Brunswick Corporation

Thank you, Manny. Good morning, everyone, and thank you for joining us. Over the past several months, the COVID-19 pandemic has had a profound impact on our customers, employees, business partners, and the communities where we operate. I want to thank all the first responders, nurses, and doctors around the world who are keeping our employees, their families, and our communities safe. Our top priority has always been the health and safety of our employees, their families, our customers, and our key stakeholders around the world. We understand the important role we play, not just as a leader in the marine industry, but as a leader in our global communities. It's incumbent upon us to make a difference and do our part to mitigate the impacts of COVID-19. I've been impressed with our resolve and commitment to helping those in need.

Over the last several weeks, leveraging the energy, generosity, creativity, and enthusiasm of our employees, among other actions, we have supported healthcare professionals in the COVID-19 frontline battle by donating PPE to local hospitals, ramped up production of equipment and components being used in the frontline of the COVID-19 fight, and donated to several charities, including matching generous employee contributions. We will continue to pursue ways to make a difference in our communities. Although several of our major propulsion and boat group facilities had temporarily suspended operations during the past few weeks in response to the pandemic, I am pleased to report that the phased scale-up of these facilities is well underway. During the period of the shutdown, our distribution operations around the world did an exceptional job of serving our global customers.

We utilized the time during the temporary shutdowns to re-engineer and institute revised policies, procedures, and processes to ensure the health and safety of our employees, and we implemented those new procedures globally as we began the phased restart of our operations from mid-April through early May. I'm extremely proud of our more than 12,000 employees around the world who work so closely together during these uncertain times. Despite the new challenges of the COVID-19 pandemic and the impact on our personal lives and business environment, I remain very confident in the vision for our company and our strategic plan, which is founded on product and technology leadership, the strongest brands in the industry, and the long-term health of the marine consumer supported by the most talented, creative, and experienced organization in the industry.

The theme of our company's first enterprise-wide sustainability report that we published in March was "Thinking Beyond the Horizon," and today, with the benefit of hindsight, I can think of no better way to describe the approach we are taking to emerge a stronger, even more competitive company. I want to thank all our shareholders for their trust and confidence in our company and hope you and your families are safe and healthy through this unprecedented time in our lives. Now, we'd like to open things up for shareholder questions and comments submitted today on the web portal. I will restate a portion of the question and then answer it or delegate someone for an answer, so the first question we have from a shareholder is your thoughts on the continuation of the share repurchase program.

Last year, of course, we undertook considerable share repurchases, about $400 million of share repurchases, and we were continuing the program early in the first quarter. We bought just a little more than $30 million of shares up through early March. In early March, it was clear that the pandemic was going to be impactful to our business, and we discontinued the share repurchase program. We have set our dividends, and we've noted this in our strategy, at a level that we think that we can pay through the cycle, and you will note that we did pay the second quarter dividend.

Our share repurchase program is going to be subject to a number of prevailing business conditions and other considerations, and at the moment, it's suspended as we continue to think more about cash and liquidity and as we develop a better understanding of how the pandemic will continue to influence us from a societal and economic perspective. So that share repurchase program is currently suspended, and we will continue to consider what conditions might allow us in the future to resume that program. The second question is from another shareholder, and I will paraphrase a little. While the company's relationship with Deloitte as its independent audit firm has been relatively short in tenure, could the audit committee chair or a Deloitte representative describe the lead audit partner rotation process and the decision-making authority of the parties in selecting a new lead partner?

I'll ask Brett Garrett from Deloitte, who is our partner right now, to answer that question.

Brett Garrett
Partner, Deloitte & Touche LLP

Thank you, David. The Deloitte protocol and the process we follow is strictly adhered to by the PCAOB and SEC rotation requirements. Any partner that is rotated onto the Brunswick account is vetted not only with the audit committee and management, but is their final approval as well.

Manuel Fernandez
Chairman of the Board, Brunswick Corporation

Okay. Thank you very much, Brett.

David Foulkes
CEO, Brunswick Corporation

The third question relates to the dramatic growth in the size of passive mutual funds corporate ownerships. The question is around, okay, does the board see the growing ownership concentration as a positive or negative development as regards long-term corporate planning and performance? And also, are there potential conflicts of interest when a larger shareholder is managing company retirement plan assets? I think the latter part of the question, we exited our pension plan last year, and so there are certainly no issues in that regard. We have a number of large passive fund holders who are very good holders for us and long-term holders, and we're very, very pleased to have them as shareholders of Brunswick. I think that is all the questions. If there are other questions, we will be very happy to follow up on them following the meeting. That concludes the meeting. Thank you for joining.

Brett Garrett
Partner, Deloitte & Touche LLP

Thank you.

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