Good morning, and welcome to the Crown Holdings Inc. 2020 Annual Meeting of Shareholders. I'd like to turn the call over to your host today, Chief Executive Officer, Timothy Donahue. Please go ahead, sir.
Thank you, Keith. Good morning, everybody, and welcome to the 2020 Annual Meeting of Shareholders of Crown Holdings Inc. My name is Tim Donahue, and I am the Chief Executive Officer of Crown. I want to thank you all for your participation today. Your interest in the company is greatly appreciated.
As you know, in light of the global coronavirus pandemic, we are conducting this year's meeting as a live webcast virtual only meeting for the safety of our shareholders and employees. Our Chairman, Mr. John Conway has designated me to lead today's meeting, which is duly convened, properly organized and competent to transact business. At the outset of the meeting, I would like to introduce you to the other directors of the company who are participating today in addition to myself and Mr. Conway.
Richard Fearon, Andrea Funk, Stephen Hagie, Rose Lee, Joseph Mueller, James Miller, Craig Owens, Cesar Switzer, Jim Turner and William Urquil. Also joining us today are Tom Kelly, our Chief Financial Officer Bill Gallagher, our General Counsel Adam Dickstein, our Corporate Secretary, who will serve as the Inspector of Election for this meeting Qazi Islam of PricewaterhouseCoopers LLP and Jason Trosh of Broadridge Financial Solutions. I'd like to start by discussing our agenda for the meeting. First, our Inspector of Election will address a few procedural items, after which I will present the 4 proposals that are subject to a vote and will address relevant written questions from shareholders about the items on today's agenda subject to time constraints. Shareholders can submit questions throughout the meeting on the virtual meeting web portal by typing them into the field labeled Ask a Question and clicking Submit.
The question portal is now open and will remain open until just before the close of voting. Once the Q and A session is over and the voting on the proposals is completed, the formal meeting will be adjourned. I will then end with a few brief remarks about the business and how the company is navigating the unprecedented coronavirus pandemic. We will now begin the meeting. Mr.
Dickstein, if you please.
Good morning, everyone, and thank you for joining us. This meeting has been called pursuant to the company's March 16, 2020 notice as amended on March 30, 2020. The record date for this 2020 annual meeting of shareholders is March 3, 2020. Only shareholders of record as of that date are entitled to vote at today's meeting. And pursuant to the bylaws of the company, each shareholder of record is entitled to one vote for each share of common stock held by such shareholder as of the record date.
A list of shareholders of record as of the record date is available for inspection by shareholders using the registered shareholder list link found on our virtual meeting web portal. Proxies for the meeting were solicited on behalf of the Board of Directors of the company. Based on the affidavit received from the company's tabulation agent, Broadridge Financial Solutions, we have present by attendance or by proxy a sufficient number of shares to constitute a quorum. A notice of this meeting along with related proxy and annual report materials was mailed or otherwise made available on March 16, 2020 to shareholders of record. As of the record date and EQ Shareowner Services, the company's transfer agent has provided the company with an affidavit to that effect.
Additionally, the amended notice regarding the shift to a virtual only meeting was mailed or otherwise made available on March 30, 2020 to shareholders of record as of the record date, and Broadridge Financial Solutions has provided the company with an affidavit to that effect. Copies of these affidavits and materials will be made part of the company's record of today's meeting. I would also like to take this time to remind those in attendance that certain matters discussed today during the meeting and thereafter may be forward looking statements subject to risks and uncertainties that could cause actual results to differ materially from those discussed. Additional information concerning factors that could cause actual results to vary is contained in the company's latest 10 ks, which is on file with the SEC and other public filings. I now turn the floor back to Mr.
Dunnehugh. Thank you, Mr. Dick Stein.
We will now provide time for voting on each of the 4 proposals on our agenda. Shareholders who have sent in proxies or who have already voted via the Internet or by telephone and who do not want to change their vote do not need to take any further action. Any shareholder of record as of the record date who has not yet voted or wishes to change his or her vote may do so by using the Vote Here tab on our virtual meeting web portal, which has been available for voting since the start of this meeting. I will now briefly describe all of the proposals and will then address any relevant written questions pertaining to the proposals that may have been received through our virtual meeting web portal. After the Q and A ends, the polls will be closed.
The first order of business is the election of each of the company's 12 nominees to serve as directors until 2021 Annual Meeting of Shareholders. The nominees who have been nominated by the Nominating and Corporate Governance Committee of the Board of Directors are as follows: Mr. John Conway, Mr. Timothy Donahue, Mr. Richard Fearon, Ms.
Andrea Funk, Mr. Steven Hagee, Ms. Rose Lee, Mr. James Miller, Mr. Joseph Mueller, Mr.
Craig Owens, Mr. Cesar Switzer, Mr. Jim Turner and Mr. William Erkeel. Mr.
William Little and Mr. Hans Lallager are retiring from service as directors this year and accordingly are not standing for reelection. We would like to take a moment to thank them for their years of service on the company's Board of Directors. The second order of business is the ratification of our audit committee's appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm as our independent auditor for the fiscal year ending December 31, 2020. Although the submission to shareholders of appointment of PricewaterhouseCoopers is not required, the company's audit committee believes it is appropriate to submit this matters to shareholders to allow a forum for shareholders to express their views with regard to the audit committee's selection.
The 3rd order of business is a non binding advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement, also known as a say on pay vote. The company currently conducts advisory votes on executive compensation on an annual basis. The 4th order of business is a shareholder proposal. I now invite Mr. Jesse Alba, the representative of Mr.
Chiaveden, who submitted this proposal to say a few words in support of the proposal. Mr. Alba, we ask that out of respect for the other shareholders and in the interest of allowing sufficient time for an update on the company's operations after the meeting, you please limit your comments to a period of 5 minutes. Operator, please open Mr. Alba's line.
Mr. Alba?
Thank you and good morning. Proposal 4 Independent Board Chairman sponsored by John Treveden. Shareholders request our Board of Directors to adopt as policy and amend our governing documents as necessary to require that the Chairman of the Board be an independent member of the Board whenever possible. If the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time. It was not a good policy for management to name a former CEO, John Conway, at age 74 as Chairman, not long after shareholders gave 44% support to a 2019 shareholder proposal for a thoroughly independent Board Chairman.
This 44% support would have been a majority vote if management had been neutral on this topic. This 44% support may represent a majority of the vote from shareholders who had access to independent proxy voting advice. Shareholder proposals such as this have taken a leadership role to improve the corporate governance rules of Crown Holdings. For instance, after the submittal of shareholder proposals, Crown Holdings did away with its poison pill in 2012 and adopted shareholder proxy access in 2016. An independent Chairman would have more incentive to refresh the Board of Directors.
In 2019, beyond age 70 applied to 7 of the Crown Holdings' directors, Plus, directors beyond age 70 controlled 12 of the 18 positions on the 3 most important board committees: the audit, executive pay and nomination committees. The key committees of the board had an acute need for director refreshment. Meanwhile, the nomination committee had 6 members, aged 69 to 76. Please vote yes, Independent Board Chairman, Proposal 4. Thank you.
Thank you, Mr. Alba. For the reasons stated in the company's proxy statement, the Board of Directors unanimously recommends a vote against this shareholder proposal. That concludes our description of the 4 proposals on our agenda. We will now close the window for submission
Mr. Chairman sorry, Mr. Donohue, we have one question. The question reads as follows. Mr.
Chairman, the Carpenter Union Pension Funds with combined assets of $70,000,000,000 have a collective ownership position of 102,400 shares of the company's common stock. We appreciate the actions of the company the company is taking during these difficult times to address the difficulties being experienced by company employees and other important stakeholders. Audit firm independence is critically important to the integrity of our public company financial disclosure system. Could you or a PwC representative describe the lead partner rotation process and the decision making authority of the participants in the selection of a new lead partner. Thank you, Mr.
Chairman. And at this time, I'll ask the operator if he could please unmute Mr. Islam's phone for participation, but Mr. Dunhill will start.
Thank you, Mr. Dickstein. Well, certainly I could answer that question. But as it's placed to us by the shareholders and you're entitled to hear from the public accounting firm and the representative, I would ask Mr. Islam from PricewaterhouseCoopers LLP to address that.
Mr. Islam?
Sure. Happy to. The lead partner rotation is a very important part of the process. As you might know, there is a mandatory requirement for the lead partner to be rotated out every 5 years and that's according to the statute. So that process itself injects a very high degree of independence because every 5 years there's a new perspective and a new partner that's selected.
The audit committee is heavily involved in selecting the new lead partner. In fact, is the primary decision maker in all of that separate from management. So in from the company's perspective, that process is diligently followed and adhered to. So the audit committee selects and interviews the lead partner in the process with obviously input from management as needed. So hopefully that's helpful.
Yes, very helpful. Thank you, Mr. Islam. Mr. Dickstein, are there any further questions from shareholders?
No, that's all we have.
That concludes the Q and A period and we will now move on to the voting. Any shareholders and proxies who desire to change to vote or change their vote and have not yet done so should do so now. We will close the polls in 1 minute.
And we'll pause here for any final voting.
The polls are now closed as of 9:44 am Eastern Time on April 23, 2020. I will now turn back to Mr. Dickstein to read the preliminary voting results. Mr. Dickstein?
I have received the preliminary voting tabulations from Broadridge Financial Solutions. And based on those results, I am pleased to report as Inspector of Elections that each named director nominee indicated in proposal 1 has received the majority of the votes cast and has been elected. Proposal 2, the ratification of PricewaterhouseCoopers as the company's independent auditor has been approved by a majority of the votes cast. Proposal 3, the advisory vote on the compensation of the company's named executive officers has been approved by a majority of the votes cast. Proposal 4, the shareholder proposal for an independent Board Chairman has been rejected by a majority of the votes cast.
The final voting results of today's meeting will be reported on a Form 8 ks filed within 4 business days of this meeting. I now turn the floor back to Mr. Dunhill. Thank you, Mr. Dickstein.
Given that there are no other items
of business presented, this concludes the formal portion of the 2020 Annual Meeting of Shareholders, which is now hereby adjourned. Thank you all for your attendance and participation here today. I will now say a few words after which we will end our webcast today. Your company operates 239 factories across 40 7 countries globally. All but 2 of these factories are currently in operation, supporting essential food, beverage, sanitization and transportation companies globally.
Our company has survived numerous challenges during its near 130 year history, including 2 devastating world wars. While the current coronavirus pandemic will prove to be quite challenging for Crown and others, we remain well positioned to continue to operate and plan for future growth as we continue to have adequate liquidity and cash flow. I want to thank our fellow employees and our suppliers for their dedication during these trying times. Your efforts ensure that our customers in the food, beverage and transportation industries are able to deliver their products and services that are vital to our customers and ultimately consumers around the world. To our factory employees who day in and day out manufacture the products that are so critical to the global food supply and transportation support systems, Not only do we appreciate your skills and efforts, you are an inspiration to all of your fellow employees.
The health and safety of our employees, their families and their communities, our customers and our suppliers remain our primary concern. In early February, under the leadership of our Chief Operating Officer, Jerry Gifford, we established a COVID-nineteen task force. Among many measures, the task force implemented visitor and travel restrictions, required pre entry temperature checks for all employees and visitors at each facility, developed social distancing and sanitization processes, enabled employees to work from home where possible, and developed an action plan when the company becomes aware that an employee may have been exposed to, exhibits symptoms of or has a confirmed diagnosis of coronavirus. Like many companies, Crown is doing its part to ensure the supply necessary equipment to help in the fight against the virus. CMV Engineering, our beverage can equipment business in the United Kingdom, is participating in a program sponsored by the British National Health Service to build ventilators needed in that country.
We have partnered with a ventilator manufacturer to help in the production of parts for portable ventilators with 3 50 units shipped already and an additional 5,500 to follow. Additionally, our Transit Packaging division is using 3 d printing capabilities to provide critical PPE to first responders in Monterrey, Mexico and in multiple locations to employees. Our Q1 performance was strong despite the initial pressures from government restrictions imposed due to the COVID-nineteen virus. On Monday evening earlier this week, we issued our Q1 2020 earnings. You can access our Q1 earnings release at www.crowncorp.com under the Investor News.
We then held our quarterly conference call with investors on Tuesday morning to discuss those results along with the outlook for 2020. The earnings release contains the dial in number for you to access a replay of that call with investors. It's going to be a challenging year for all of us. While there is considerable uncertainty surrounding the severity and duration of the COVID-nineteen virus, your company continues to operate and deliver product to essential businesses, generate significant cash and maintain a very manageable debt maturity profile and adequate liquidity to continue to execute our long term strategy. Our primary goals remain ensuring employee safety, meeting customer demand and maintaining adequate liquidity to continue to operate and grow the company, all of which we believe lead to enhanced and sustained shareholder value.
This ends the agenda for the day. Thank you all for joining, and I sincerely wish the best for you and your families as we all work through this extraordinary time.
Thank you. That ends our call today.
Thank you. The conference has concluded. Thank you for attending today's presentation. You may