AGM 2020

Jun 11, 2020

Good morning, ladies and gentlemen, and welcome to the EMCORE Group annual shareholder meeting. At this time, the meeting will begin. It is now my pleasure to turn the floor over to your host, Anthony Guzzi. Sir, the floor is yours. Thank you. The meeting will please come to order. I am Anthony J Guzzi, Chairman of the Board, President and CEO of the company, and I will act as the presiding officer of this annual meeting. We welcome those attending in person and remotely via the internet. Before we get started, I will introduce the participants in today's meeting. It is my pleasure to introduce the following members of the David H. Laley, Carol P. Lowe, M. Kevin McEvoy, William P. Reed, Stephen V. Schwartzwater and Robin Walker, Lee. I am also pleased to introduce from our senior management team, Mark Apompa, Executive Vice President and Chief Financial Officer and Treasurer are Kevin Mass, Executive Vice President, Shared Services and Maxine Al Maurizio, Senior Vice President And General Counsel. Also present are Jed Labett, of Broadridge Financial Solutions and Steve Forsy from Ernst And Young LLP. Maxine Mauricio Lact is the Secretary of the Meeting and Jed Lavette of Broadridge Financial Services Incorporated will act as Inspector of Elections for the receipt, validation, and tabulation of proxies and balance. Mr. Lovett has executed an appropriate oath of office. Mr. Lobitt has covered. The quorum is present and I have received proof that proper notice of the meeting has been given to every holder of the record of company's common stock as of April 14, 2020, the record date for this annual meeting. An alphabetical list of the registered stockholders as of April 14, 2020 certified by the company's transfer agent is available in person at the meeting and by clicking on the link in the lower right labeled, registered shareholder list for inspection by stockholders. Before continuing with the formal business of the meeting, I will first please explain the order and voting procedures of this hybrid in person and virtual meetings. We will first run through the specific proposals on the agenda for the meeting. Following the presentation of the proposals and voting and the conclusion of the formal portion of the meeting, there will be an opportunity for stockholders to ask general questions in person or in the designated field of the web portal. Please note that participants attending a person or via the Internet are not permitted to use any audio or video recording device. Stockholders attending a person may vote by paper ballot, does anyone attending in person wish to receive a paper ballot? Stockholders attending virtually made vote online during this meeting by clicking on the voting button on the virtual meeting web portal and following the instructions there. Poles for voting on all matters are open at this time, which is 10 0 3 on June 11, 2020. Stockholders who executed written proxies are voted online or by telephone prior to this meeting do not need to vote again. Unless they wish to change their vote. After all the proposals have been considered at this meeting, the polls will close and Mr. Lavett are Inspector of Elections, will provide a preliminary report of the voting results. Now for the presentation of matters. We are now ready to proceed with the business of the meeting and consider specific proposals before us, which were described in the company's 2020 proxy statement for the annual meeting of stockholders previously made available to you. No additional nominations or proposals were received in advance of this meeting in accordance with the company's bylaws and the SEC's proxy rules. So no other nominations or proposals will be considered today. I will now present the items on the agenda for this meeting and call for a vote with respect to each proposal. After all proposals have presented and voted on, we will close the polls. Proposal number 1. The first proposal we will consider today is the election of the 9 directors to the board of directors of the company. As described in the company's 2020 proxy statement for the annual meeting of stockholders. The qualifications of the nominees are described in the proxy statement. The proposed resolution is as follows. Resolve that each of the each of John W Alter Meyer, Anthony J Guzzi, Richard F Hamm, David H. Lately, Carol P. Lowe, MCAB and Mackleboy, William P. Reed, Stephen B. Swartzwalter, and Robin Walker Lee be elected as directors of the company until the company's next annual meeting of stockholders until his or her successor has been duly elected and qualified. Proposal number 2. The second proposal we will consider today is the approval on a non binding advisory basis the compensation of the company's named executive officers as set out in the proxy statement for this annual meeting. The proposal is as follows. Resolve that the stockholders of EMCOR Group Incorporated approve on an advisory basis, the compensation of EMCOR's named executive officers, as described in the compensation discussion and analysis, executive compensation tables, and accompanying narrative disclosures in the EMCOR's proxy statement for the 2020 annual meeting of stockholders. The proposal number 3. The 3rd proposal we will consider today is the ratification of the appointment of Ernst And Young LLP as the company's independent auditors for 2020. The proposed resolution is as follows. Resolve, that the audit committee selection of Ernst And Young LLP as the company's independent registered public accounting firm for 2020 is ratified. Proposal number 4. The 4th proposal we will consider today is the approval of the company's amended and restated 2010 incentive plan. The proposed resolution is as follows, resolved that the company's amended and restated 2010 incentive plan in the form approved by the Board of Directors attached as an exhibit to the company's 2020 proxy statement is adopted and approved. Proposal number 5, one of the company's stockholders, John Shevedden, will now have the opportunity to present a proposal regarding action by written consent. At this time, I invite Mr. Chevedden or his qualified representative to present his proposal. As Mr. Chevedden's representative, Mr. Glenn Beatty is attending the meeting remotely via the Internet, his remarks will be audible to the attendals in this boardroom, and virtually via the online virtual shareholder meeting portal. Operator, please open the line for Mr. Beatty to present the proposal. Mr. Beatty, your line is now open. Good morning. This is Glenn Beatty. Can you hear me? Yes, go ahead. Proposal 5, shareholder right to act by written consent submitted by John Chabatin. Shareholders request that the Board of Directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. 100 of major companies enable shareholder action by written consent. This proposal topic, 1 major, 1 majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic also won 63% support Cigna Corp in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies if more shareholders had access to independent proxy voting advice. Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Plus, the higher EMCOR 25 percent threshold for shareholders to call a special meeting has bureaucratic pitfalls that trigger minor shareholder errors. It could mean that 50 percent of shares would need to ask for a special meeting in order to be sure of obtaining the threshold of 25 percent of requests without errors One can be sure that management will be sharp to spot any technical errors. The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However, Intelis shareholders responded with greater support for written consent in 2019, compared to 2018. To deliberate at a special shareholder meeting is greatly diminished. After a 45% vote, less than a majority vote, or written consent shareholder proposal, the Bank of New York Mellon Corporation said it adopted written consent in 2019. This proposal is of increased importance because this topic won more than 44% support at the 2017 and 2019 EMCORE annual meetings. This 44% support means that it received more than 50% support from the shareholders who had to independent proxy voting recommendations. EMCOR apparently has an echo chamber form of shareholder outreach, the 2019 proxy erroneously said that the shareholders were not interested in written consent. Alcon EMCOR explained to 44% votes for written consent, especially when a large number of shareholders did not even have access to independent proxy voting advice. The flawed EMCOR shareholder outreach may give shareholders biased information and then asks their opinion. Please vote yes. Shareholder right to act by written consent, proposal 5. Thank you. For the reasons described in the proxy materials, the Board of Directors unanimously recommends stockholders vote against the proposal regarding action by written consent. If any stockholder wishes to comment or raise any questions regarding the proposals being voted on today, please raise your hand submit your question or comment in the designated field on the web portal There being no further discussion on these proposals. We will now pause to allow for the completion of voting. The polls for voting on all matters before this meeting are hereby closed at 10:12 am, June 11, 2020. Filinary reported the Inspector of Elections. Judd Labett, our Inspector of will now report on the preliminary voting results. Ladies and gentlemen, I have prepared the preliminary report of the Inspector of Election, John W. Altmire, Anthony J Guzzi. Richard Am David Laidley, Carol Low M Kevin McEvoy, William P Reed and Steven Swartzwelder and Robin Walker Lee have been duly elected as directors of the company by plurality of the votes cast. Propulsion number 2 was approved by a majority of the votes cast Accordingly, the stockholders have approved in a non binding advisory vote, the compensation paid to the company's named executive officers as this slows in the company's 2020 proxy statement for the annual meeting. Propulsion number 3 was approved by majority of the both caps. Accordingly, the stockholders have ratified the audit committee selection of Ernst And Young as the company's independent registered Public Accounting firm for 2020. Proposal number 4 was approved by the majority of the votes cast. Accordingly, they amended and restated 2010 incentive plan has been approved. Vosa number 5 was not approved, not passed by a majority of the votes cast. Such proposal has not passed. Thank you, Mr. Levitt. After the Inspector elections has prepared his final report, the final voting results will be made available to the public through a Form 8 K filed with the SEC. A statement by Ernst And Young, Mr. Steve Vorcey, a representative of Ernst And Young is participating in this meeting remotely through the online virtual share recorder meeting portal. And it's indicated to me that he does not wish to make a statement at this time. There being no formal business to come before the meeting, the 2020 meeting of the annual stockholders of EMCOR Group is now adjourned. Stockholder questions. Do any stockholders present or remotely via the online virtual shareholder meeting portal have questions concerning the affairs of the company. Maxine Mauricio will act as moderator. Please note the rules of conduct available at the in person meeting and on the virtual online portal. I think Mr. Grazi, we have two questions. First, has the board moved to telephonic meetings? And if so, when did they last meet? The board last met at late April. We have moved to telephonic meetings. In fact, we will follow this meeting with a telephonic meeting. We look forward to getting together again, hopefully this fall in person. The second question is, when does the does the company intend to do additional share repurchases this year? As we stated in our, April first quarter earnings call. We've suspended share repurchases at this time. We think that's the prudent thing to do, although we are very very bullish on our ability to generate cash and the liquidity of our company through this crisis. There are no further questions. With no further questions from stockholders, we will now conclude the question and answer session. I want to thank all of you for attending today's annual meeting and for your continued support of EMCOR. Thank you. Ladies and gentlemen, this does conclude today's shareholder meeting. Thank you for your participation and have a wonderful day.