Provident Financial Holdings, Inc. (PROV)
NASDAQ: PROV · Real-Time Price · USD
17.16
+0.15 (0.88%)
At close: Apr 28, 2026, 4:00 PM EDT
17.14
-0.02 (-0.12%)
After-hours: Apr 28, 2026, 4:10 PM EDT
← View all transcripts

AGM 2023

Nov 28, 2023

Operator

Hello, and welcome to the annual meeting of shareholders of Provident Financial Holdings, Inc. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. Shareholders and proxy holders can submit questions at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Craig Blunden, Chairman and Chief Executive Officer. Mr. Blunden, the floor is yours.

Craig Blunden
Chairman and CEO, Provident Financial Holdings, Inc.

The meeting will come to order. Welcome to the annual meeting of shareholders of Provident Financial Holdings, Inc. I am Craig Blunden, Chairman and Chief Executive Officer of the company, and I will act as chairman of the meeting. Attending the meeting virtually is Donavon Ternes, Secretary of the company, who will act as Secretary of the meeting. At this time, I would like to introduce our senior officers, directors, and nominees who have joined us for the annual meeting. Directors and nominees are Judy A. Carpenter, Debbi Guthrie, Brian Hawley, Kathy Michalak, Bill Thomas, Matt Webb. Senior officers Deborah Hill, Scott Ritter, Will Salter, Dave Wyatt, and Glenn Wertz. Also attending is John Breyer, our Corporate Counsel, and Tony Birbiglia, the partner of our accounting firm. At this time, I'd like to mention two of our retiring directors, Bruce Bennett and Roy Taylor.

Bruce Bennett served for 30 years as a director, was extremely active in our community for many years, and unfortunately, recently passed away on October 22nd after a long battle with cancer. I know we'll all miss him. Roy Taylor, retiring as lead director, again, long-term, active in our community, led us through many corporate governance issues and helped us with our strategic planning many, many years. I want to thank him. The secretary has prepared a list of shareholders of the company entitled to vote at the meeting, arranged in alphabetical order, showing the holders of the common stock of the company as of the close of business on October 12th, 2023, the record date for voting. The list is available for inspection on the virtual meeting platform.

The secretary informs me that the records of the company show that they're outstanding on the record date and entitled to notice of, and to vote at this annual meeting, 6,989,380 shares of common stock, of which 3,494,691 represents a majority. We have previously received an affidavit that the notice of meeting and a form of proxy, therefore, were mailed on or about October 26th, 2023, to each holder of record on the close of business on October 12th, 2023. A copy of the affidavit with documents attached, will be attached to the minutes of this meeting as Exhibit A. It is now in order to appoint an inspector to count and examine all voting.

The board of directors has previously appointed Donavon Ternes as Inspector of Election to act at this meeting and any adjournments. The certificate and report of inspector will be attached to the minutes. The Secretary has previously delivered to the inspector the list of shareholders and all proxies which have been received. Secretary informs me that substantially more than the majority of the shares of common stock entitled to vote at the meeting are present, virtually or by proxy. The inspector is making an exact count and will submit a formal report on the number of shares present or represented during the course of the meeting. A quorum is declared present, subject to the confirmation of that fact by the inspector in his report.

We will waive the reading of the minutes of last year's annual meeting, but a copy of the minutes is available should any shareholder wish to review them. In order to save time at this meeting, we propose to arrange the proceedings so that the votes will be taken at this time, and while the inspector is counting the ballots, we will continue with other business. If you have already voted by proxy, you need not vote using the online platform at this meeting. The first item of business to be acted upon at the meeting, as stated in the notice of meeting, is the election of directors. In accordance with the bylaws, it is proposed that two directors be elected, each to serve for a three-year term, and one director be elected to serve for a two-year term.

In accordance with the bylaws of the company, three individuals have been nominated. Craig G. Blunden and Brian N. Hawley have each been nominated for three-year terms, and Matthew E. Webb has been nominated for a two-year term. No nominations may be made at the meeting, therefore, I declare the nominations to be closed. Shareholders are entitled to one vote for each share of stock owned, as shown in the records of the company. The vote will now be taken on the election of directors. If you wish to vote using the online platform, please vote now on each of the director nominees.... Has everyone had an opportunity to vote? If so, I declare the polls closed for the election of directors. The second item on the agenda is the advisory vote on the approval of executive compensation, as disclosed in the proxy statement for this annual meeting.

The Chair will entertain a motion to submit the advisory proposal on executive compensation to a vote. I so move. I so move. I second the motion. The vote will now be taken on the motion. If you wish to vote using the online platform, please do so now on the compensation of the company's named executive officers. Has everyone had an opportunity to vote? If so, I declare the polls closed on this motion. The third item on the agenda is the advisory vote on whether future advisory votes on executive compensation should be held every one, two, or three years. The Chair will entertain a motion to submit the advisory proposal on whether future advisory votes on executive compensation should be held every one, two, or three years.

Speaker 4

I so move.

Donavon Ternes
Secretary, Provident Financial Holdings, Inc.

I second the motion.

Speaker 4

I second the motion.

Craig Blunden
Chairman and CEO, Provident Financial Holdings, Inc.

The vote will now be taken on the motion.

If you wish to vote using the online platform, please do so now on the advisory vote on whether future advisory votes on executive compensation should be held every 1, 2, or 3 years. Has everyone had an opportunity to vote? If so, I declare the polls closed on the motion. The final item of business is the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30th, 2024. The chair will entertain a motion that Deloitte & Touche LLP be appointed as independent auditors for the 2024 fiscal year. I so move. I so move. I second the motion. The vote will now be taken on the motion.

If you wish to vote using the online platform, please vote on the approval of the appointment of Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30th, 2024. Adoption of this proposal requires a majority of votes cast at this meeting by holders of company common stock. Has everyone had an opportunity to vote? If so, I declare the polls, polls closed for this proposal. While the inspector is counting the votes, I would like to take this opportunity to answer any questions. Are there any questions? Hearing none, the inspector has completed his count, and the secretary will now read the report.

Donavon Ternes
Secretary, Provident Financial Holdings, Inc.

Thank you, Mr. Chairman. I, the undersigned, duly appointed Inspector of Election of Provident Financial Holdings, Inc., do hereby certify that the annual meeting of shareholders of the company was held virtually on Tuesday, November 28th, 2023, at 11 A.M. local time, pursuant to due notice. According to the certified list of shareholders, which was available for inspection on the virtual meeting platform, there were outstanding and entitled to vote at the virtual meeting 6,989,380 shares of common stock of the company.

There were present at the meeting, virtually or by the proxy holders of 6,105,944 shares of common stock of the company, representing 87.36% of the total votes eligible to be cast, constituting a majority and a quorum of the outstanding shares entitled to vote. I inspected the signed proxies and virtual ballots used at the meeting and found them in proper form. The following is a record of the votes cast in the election of Craig G. Blunden, Brian N. Hawley, and Matthew E. Webb as directors of the company. Three-year term. Craig G. Blunden, number of votes for, 2,637,091 shares or votes, 49.08%. Votes withheld, 2,735,569, percentage, 50.92%. Brian N.

Hawley, votes for 3,945,999, 73.45%. Votes withheld, 1,426,661, 26.55%. Two-year term, Matthew E. Webb. Votes for: 3,932,699, 73.20%. Votes withheld: 1,439,961, 26.8%. There were three nominees for three open board seats. Accordingly, Craig G. Blunden and Brian N. Hawley were declared to be duly elected directors of the company, each to serve for a three-year term, and Matthew E. Webb is declared to be a duly elected director of the company to serve for a two-year term.

I inspected the signed proxies and virtual ballots used at the meeting, and the following is a record of the votes cast with respect to the advisory vote to approve the executive compensation as disclosed in the proxy statement for this virtual annual meeting of shareholders. Votes for: 2,601,474, 48.42%. Votes against: 2,517,310, 46.85%. Abstentions: 253,876, 4.73%. Accordingly, the proposal described immediately above, having received the favorable votes of the votes cast virtually or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company.

I inspected the signed proxies and virtual ballots used at the meeting, and the following is a record of the votes cast with respect to the advisory vote on whether future advisory votes on executive compensation should be held every one, two, or three years, as disclosed in the proxy statement for this virtual annual meeting of shareholders. One year: 4,334,588 votes, 80.67%. Two years: 28,326 votes, 0.53%. Three years: 717,197 votes, 13.35%. Abstentions: 292,549, 5.45%.

Accordingly, the proposal to hold an executive vote on executive compensation every year, having received the most votes of any of the alternatives, was declared to be duly adopted by the shareholders of the company. I inspected the signed proxies and virtual ballots and found them in proper form. The following is a record of the votes cast with respect to the proposal to approve Deloitte & Touche LLP as the company's independent auditors for the fiscal year ending June 30th, 2024. Votes for: 6,082,263, 99.61%. Votes against: 15,208, 0.25%. Abstentions: 8,473, 0.14%.

Accordingly, the proposal described immediately above, having received the favorable votes of at least a majority of the votes cast in person or by proxy at the meeting, was declared to be duly adopted by the shareholders of the company. The tentative results described herein will be verified subsequent to this meeting, and I will disclose the final official results on a Form 8-K filing with the Securities and Exchange Commission. In witness whereof, I have made this certificate and have hereto set my hand this 28th day of November 2023. Back to you, Mr. Chairman.

Craig Blunden
Chairman and CEO, Provident Financial Holdings, Inc.

Thank you. The report of the inspector confirms that a quorum is and has been in attendance at the virtual meeting for all purposes. It also shows that Craig G. Blunden and Brian N. Hawley have been duly elected directors of the company, each to serve for a three-year term, and Matthew E. Webb has been a duly elected director of the company to serve for a two-year term.

The report of the inspector also shows that more than a majority of the votes cast using the virtual platform or by proxy at this meeting have been voted in favor of the approval of, 1, the advisory vote on executive compensation, 2, the advisory vote on whether future advisory votes on executive compensation should be held every 1, 2, or 3 years, and 3, the approval of Deloitte & Touche LLP as the company's independent accountants for the fiscal year ending June 30th, 2024. The report of the inspector has been accepted and approved and will be attached to the minutes of the meeting. There being no further business to come before the meeting, a motion to adjourn is in order.

Donavon Ternes
Secretary, Provident Financial Holdings, Inc.

I move that the meeting be adjourned.

Speaker 4

I second the motion.

Craig Blunden
Chairman and CEO, Provident Financial Holdings, Inc.

Those in favor, signify it by saying aye.

Donavon Ternes
Secretary, Provident Financial Holdings, Inc.

Aye. Aye.

Craig Blunden
Chairman and CEO, Provident Financial Holdings, Inc.

Those opposed, say no. Motion is carried. The meeting is adjourned. Just-

Operator

Thank you. This concludes today's meeting, you may all disconnect.

Powered by