Hi. I'm Dan Bernstein, President and Chief Executive Officer, Abel Fusell Fusez. Before we begin, I hope you and your family are doing well during these difficult times. I would now like to welcome you to the reconvening of Belfuse Inc. Annual Meeting of Shareholders, which was adjourned on May 19, 2020.
I shall act as Chairman and the Meeting and I request John Tweedie to act as secretary of the meeting. In addition to John Tweedie, I'm joined remotely by directors Mark Siegel, Rita Smith, Peter Gilbert, Eric Noling, and Tom Dilly, and by the following officers and representatives a belt user Craig Brocious, vice president of finance, Dennis Ackerman, vice president of operations, and president of our Power Solutions And Production Business, and then Huck, Director of Financial Reporting. In addition, Jeff Mignnick of the Loyt and Tush LLP is present remotely and is available to answer audit related questions from shareholders. Later in the call, we will have an opportunity to answer questions that have been submitted. Only validated Class A shareholders will be able to ask questions at the designated field on the wealth portal.
We will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Holders of Class B common stock that have questions may submit them to us at ir atbelf.com, and we would do our best to respond either during or after the meeting. I will now ask John Tweed to present proof of the Duke calling of this meeting and review certain procedural matters. John?
Mister chairman, this is John Tweedie. I present a copy of the notice of annual meeting and proxy statement dated April 9 2020 The additional proxy materials dated May 8 2020, and the notice of the reconvening of this meeting dated May 26 2020, which together state the time, place, and purpose thereof. These documents have been posted on the company's virtual annual meeting webcast site and are also available at www.bellfuse.com. I further submit the completed list certified by Continental Stock Transfer And Trust Company. The transfer agent for the company's stock of the holders of class a common stock as of the close of business on the record date fixed by the board of directors for shareholders entitled to notice of and to vote at the company's annual meeting.
This shows that at the close of business on the record date, There were 2,144,912 shares of class a common stock of the company outstanding. Of which under the company's charter, 1,684,674 shares are eligible to vote. I further submit the affidavit of the representative of Continental Stock Transfer And Trust Company showing that it caused to be mailed to each of the shareholders of record, a copy of the notice of meeting and reconvene meeting, proxy materials, and bills annual report to shareholders, which contain the consolidated financial statements of BellFuse, Inc, and its citiaries for the year ended December 31, 2019. Please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder, which is not specified in the notice of meeting, must be submitted in writing in advance to the company. And that the notice meets certain requirements.
Other than with respect to proposal 5 described in the proxy statement, the company did not receive any such notice. And as such, voting will be confined to the 5 proposals outlined in the proxy statement. Please note that any non historical statements that the company will make today will constitute forward looking statements under the private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its in its most recent ten k and ten q filings with the Securities And Exchange Commission and that Belfuse typically cites in its press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's regulation FD.
As a result, While the company would be happy to provide you with general background information about the company, we will not be able to provide you with material non public information at this meeting.
Thank you, John. Mr. Tweedie is directed to incorporate a copy of the notice of the annual meeting and proxy statement dated April 9th, 2020. The additional proxy materials dated May 8th, 2020, And the notice of the reconvening of this meeting dated May 26, 2020, 2020, together they have to David and mail it as part of the minute for this meeting. Continental's stock transfer and trust company has been appointed, Inspector of the election, and is qualified by taking, scribing to an oath safely to execute the duties of the Inspector at this meeting.
I direct that the oath be filled with the minutes of the meeting and that the inspector takes a poll of the shares represented this meeting in person on this webcast or by proxy.
Is this Stacy Ackley from Continental Stock Transfer? Mister Chairman, they're a present in person on this webcast or by proxy at this meeting substantially more than 1 half of all of the shares of Class A common stock outstanding and entitled to vote at this meeting.
Thank you, Stacy. By the reason of the fact that the holders of record of a majority of the outstanding Class A common stock of the company entirely the vote at the meeting are present in person or on this webcast or by proxy, are quorum's present for all purpose I declared a meeting lawfully and properly convened and now confident to proceed to the transaction business for which it has been called. And in stated in the notice thereof. The next order of business at this meeting select 2 directors for 3 year terms. Or until the successor elected or qualified.
Mr. Segal will present the nomination of the Board of Directors.
This is Mark Siegel. I nominate Thomas Dewey and Rita Smith, each for a 3 year term to expire at the 2023 annual meeting.
This is John Tweedie. I second the motion.
There being no other nominations under the provision in our bylaws I declare the nomination for directors close. The chair recognized Mr. Tweedie.
Mr. Chairman, I also moved the ratification of the designation of Deloitte and Tush LLP to audit Bell's books and accounts for 2020.
This is Rita Smith, I second the motion.
The chair recognized Mr. Tweedie.
Mister Chairman has set forth in the proxy statement as proposal 3. I move a vote for the approval of the following advisory resolution. Resolved that the compensation paid to the company's named executive officers as disclosed in the company's 2020 proxy statement pursuant to item 402 of Regulation SK, including the compensation discussion and analysis compensation tables and narrative discussion is hereby approved.
This is Mark Siegel. I second the motion.
The chair recognized Mr. Tweedie.
Mr. Chairman has set forth in the supplementary proxy materials as proposal for I move a vote for the approval of the Belfuse, Inc. 2020 equity compensation plan as amended.
This is Rita Smith. I second the motion.
As you know, a shareholder proposal was included in our proxy statement. Is there anywhere anyone from GAMCO would like to present that proposal?
Mr. Chairman, this is George Maldonado from GAMCO here to present the proposal.
Okay. Please go ahead.
Hi. Good afternoon. My name is George Maldonado, director of proxy voting services at GAMco Asset management Inc. Gamm calling on behalf of its clients and certain affiliates are beneficial owners of approximately 4 163,000 shares of Belfuse's class a common Scott. GAMCO hereby presents the following proposal for consideration at today's meeting.
Resolve that the shareholders of Bellfuse Inc. Requested the board of directors take all necessary steps, including amending the company's bylaws and or certificate of incorporation subject to any required shareholder vote, to provide the company's class a common shareholders with the right to convert their shares into the company's class b common stock at their option at any time. As of the close of trading on December 11 2019, the date prior to the submission of this proposal, the company's class a common shares were trading at an approximately $4 discount to the company's class b common shares. Celsius's class a common shares have 1 vote per share The company's class b common shares generally have no voting rights. GAMco on behalf of its clients would like to see strategic thinking focused on making the company's class a voting stock which we believe is superior asset to trade consistently at a premium to the non voting shares.
GAMco urges all shareholders to vote for this proposal. I thank you all for the time.
Thank you, George. You have heard the nominations and the proposals. There any register holders of Class A common stock or a person to hold legal proxies from such a registered holders, We've devised a vote. We haven't already done, so we'll wish to change the vote. This can be done through the remote annual meeting webcast.
Site at this time. While we allow time for any file holding to take place on the web portal, I'd be glad to answer questions submitted to us. I would like to ask Lynn Hopkins to read any questions that have come through the web portal. Lynn?
Thank you. This is Lynn Hopkins. The first question that has come through the web portal reaches follow, how does the board view research and development as a valued service and how is the research and development budget in other words, is it a percentage of sales? There's a second part of the question, which reads, what percentage of future sales for the next 12 months were not available for sale on January 1 2020.
Okay. I'll take the, third part of the question. I'll let Craig approaches attack the first two parts of the question. Basically, we run about 8 to 10% of sales, new sales come some samples and prototypes we've done a year before, and that historically have we tracked. Craig?
Okay. This is Craig Brocious. Generally, R and D at BellFuse is viewed as essential to successfully engage with our OEM customers. Where together we develop the technologies for their next generation products. It is also key to the company's strategy of increasing our revenues through our distribution partners, by expanding the number of products we offer through those channels.
We do not set fixed budgets for R&D Spending spend is managed at the business unit level based on targeted opportunities. Our historical spend has averaged about 5% of annual revenues.
At the time, there are no further questions in the web portal. I would like to ask Craig to check for any questions that may have been submitted to the irsl.com email account.
I have not seen any questions submitted at the ir.bell email account. So let the the minutes reflect that no questions were submitted through that source.
Okay. There being no other business before the shareholders, I will pause voluntary and then close to the the pulse.
The polls are now closed The chair recognized, Mister Tweedie.
Mister chairman, the Inspector of Election has presented a preliminary report of the voting. That report reflects that holders of a substantial majority of the shares of class a common stock voted at this meeting have voted in favor of the board's nominees to serve as directors. In favor of the ratification of Deloitte and Tush LLP to audit bell books for 2020 in favor of the advisory resolution approving the compensation of Bell's named executive officers. And in favor of the approval of the Belfuse, Inc. 2020 equity compensation plan as amended.
In addition, holders of a substantial majority of the shares of class a common stock voted at this meeting have voted against the shareholder proposal reflected as proposal 5 in the company's proxy statement.
Thank you for participation in this meeting and our meeting today the final voting results we published by the company in an 8 K to be filed by the company in the next few days. I instruct Mr. Tweedie to follow the shareholders list, proxies and ballots among the records of the company. At this time, it would an entertain a motion to adjourn.
This is John Tweedie. I move the meeting be adjourned.
This is Mark Siegel. I second the motion.
Thank
you. I would like to thank everybody for joining the meeting today, and the meeting is now adjourned. Have a good day.