AGM 2020

Jun 10, 2020

Good morning, and welcome to the Annual Meeting. I would now like to turn the meeting over to Jeff Bailey, CEO and Chairman of the Board of UFP Technologies. Mr. Bailey, please go ahead. Thank you. Good morning. Welcome to the first ever virtual annual meeting of stockholders of UFP Technologies Inc. I'm Jeff Bailey. At this time, I call the meeting to order. At today's meeting, following the introduction of the members of our Board of Directors and officers, we will conduct the business portion of our annual meeting. Any stockholder of record who have logged in and who have already who have not already submitted a proxy and wish to vote their shares or wish to change their vote, they do so by clicking on the vote here button on your screen when the polls are open and during the business portion of our meeting. You may also ask questions pertaining to proposals on the agenda by typing your questions into the field provided in the web portal at any time before the voting is closed. I would now like to introduce the directors and officers in attendance. The board of directors we have Mark Cosen, our lead independent director. Cynthia Feldman, the chair of our audit committee. Lucia Luce Quinn, the chair of our compensation committee. Dan Croto, Tom Oberdorf, and Bob Pierce. And the officers in attendance, have Ronald Latai, Senior Vice President, Treasurer and Chief Financial Officer. Chris Loterio, Secretary General Counsel and Senior Vice President of Human Resources. Mitch Rock, Senior Vice President and General Manager of our Medical Business. Dave Smith, Senior Vice President of Operational Excellence and Shared Services and Dan Shaw, Vice President of Research and Development. With that, I will turn the meeting over to Chris Loterio, who's been appointed our Inspector of Election as required under Delaware law and who will conduct a formal portion of today's meeting. Chris? Thank you, Jeff, and welcome to our shareholders, directors, officers and others in attendance. We will now conduct formal business as set forth in the notice of meeting and proxy statement. Broadridge Financial Solutions, Inc. Has provided me a sworn affidavit stating that copies of the notice of annual meeting, proxy statement and annual report were duly mailed to each holder copies of Capital stock as of the close of business on 04/13/2020, the record date fixed by the Board of Directors. The notice of of annual meeting also stated the date, time and meeting purpose, along with the web address and access control number for shareholders to participate in today's virtual meeting. I am pleased to announce that there are present by proxy more than a majority of all the shares outstanding and entitled to vote. Therefore, a quorum is present. Accordingly, this meeting is duly called to order. A copy of the notice of meeting, proxy statement and form of proxies shall be made a part of the record of this meeting. There are four proposals to be considered during the meeting, all of which were described in detail in the proxy statement furnished to shareholders. After I describe the four proposals, the polls will be open to allow shareholders to vote. The first order of business is to elect three Class III directors to serve, if proposal number two is approved, for a period of one year until the twenty twenty one Annual Meeting of Stockholders and if proposal number two is not approved for a period of three years until the twenty twenty three Annual Meeting of Stockholders and in either case, until their successors have been duly elected and qualified. The election of each nominee for directors requires a plurality of the votes cast for each director position. The Board has nominated Robert W. Pierce, Jr, Daniel C. Crodo and Cynthia L. Feldman to serve as Class III Directors for a term as determined by the outcome of the vote on proposal number two. Proposal number two is consider and vote on whether to amend the company's Certificate of Incorporation as amended to date to eliminate the classified structure of our Board of Directors and provide for the annual election of directors beginning with the directors elected at this meeting. Proposal Proposal number two requires the affirmative vote of a majority of the issued and outstanding shares of the company's common stock. Proposal number three is to consider and act upon a nonbinding advisory resolution to approve the compensation of the so called named executive officers. Proposal number three requires the affirmative vote of a majority of the shares represented and entitled to vote at this meeting. The fourth and final business item is to consider and act upon a proposal to ratify the appointment by the Audit Committee of the Board of Directors of the company of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2020. Proposal number four requires the affirmative vote of a majority of the shares represented and entitled to vote at this meeting. Polls are now open. Any stockholders of record who have called in and who have not already submitted a proxy and wish to vote their shares or wish to change their previous vote may do so now by clicking on the Vote Here button on your screen. While we are waiting for the votes to be cast, I will ask Ron Lataille to let us know if there are any questions for Jeff. Ron? There are no active questions, Chris. Thank you, Ron. The polls are now closed, and here are the preliminary results. On proposal number one to elect directors, I am pleased to report that each of the directors standing for election have received an affirmative vote of more than a plurality of the shares voted and are hereby elected. On proposal number two, to amend the company's certificate of incorporation to eliminate the classified structure of our Board of Directors, a majority of the outstanding shares of common stock of the company voted in favor of the motion. The motion is approved. On motion number three, a nonbinding advisory resolution to approve the compensation of the so called named executive officers. A majority of the shares represented and entitled to vote at this meeting voted in favor of the motion. The motion is approved. On motion number four, a proposal to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for fiscal year 2020. A majority of the shares represented and entitled to vote at this meeting voted in favor of the motion. That motion is approved. The final tabulation of these votes will appear in our required Form eight ks to be filed with the Securities and Exchange Commission. I now turn the meeting back over to Jeff. Thank you, Chris. The business portion of today's meeting having been concluded, the annual meeting is adjourned. Thank you all for attending. Thank you. This concludes today's conference call. You may now disconnect.