Good morning, and welcome to the Advanced Drainage Systems, Inc. Annual Meeting of Stockholders. I would now like to turn the meeting over to D. Scott Barbour, President and CEO. Please go ahead.
Thank you. Good morning, ladies and gentlemen. The meeting will now come to order. It is a pleasure to welcome you to this annual meeting of stockholders of Advanced Drainage Systems, Inc. I am Scott Barbour, President and CEO of Advanced Drainage Systems, Inc. Fiscal 2020 was a transformative year for Advanced Drainage Systems. We achieved record financial performance with sales of $1.67 billion, an increase of 20% over prior year, adjusted EBITDA of $362 million, an increase of 56% over the prior year, and free cash flow of $239 million, an increase of 121% over prior year. This performance enabled us to execute, with our board of directors, several important initiatives in FY 2020.
Returning $100 million in dividends to shareholders in FY twenty, which brought our total return to shareholders to $200 million since going public in July of 2014, six years ago. Completing a large, highly strategic acquisition of Infiltrator Water Technologies last August, which has increased the company's participation in the on-site septic market and exposure to the residential end market. To finance the acquisition, we successfully executed a recapitalization of Advanced Drainage Systems last September, through a combination of equity, loans, and high-yield notes. And we built a strong foundation for our environmental, social, and governance program, with the addition of a board subcommittee to develop and review ADS's corporate citizenship, sustainability programs, and ESG initiatives, led by our board member, Michael Coleman, the former mayor of Columbus. In summary, we got a lot accomplished in FY twenty.
Now we must navigate and manage our activities through the COVID-19 pandemic, economic uncertainties, and the need to address social injustice. We will meet all these challenges as we met the challenges in FY twenty. We will understand the issues and opportunities, develop the right strategy for success, and measure ourselves against this strategy for focused execution. An agenda that outlines the order of business for the meeting has been made available through the online virtual meeting portal. The matters on which the stockholders are voting are to first, elect four Class I directors for a term to expire at the 2023 annual meeting, and one Class II director for a term to expire at the 2021 annual meeting. Second, approve on a non-binding advisory basis, the compensation of the company's named executive officers, also known as a say on pay vote.
Ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending on March thirty-first, twenty twenty-one. Number four, approve amendments to the company's Certificate of Incorporation to declassify the board of directors over a three-year period. And number five, approve amendments to the company's Certificate of Incorporation to eliminate provisions requiring super majority stockholder approval to amend certain provisions of the Certificate of Incorporation and Bylaws. Given the format of this year's annual meeting, management will not be entertaining questions at the end of the meeting. However, you are welcome to submit questions where indicated in the online portal, and management will look to respond to your questions as appropriate at a later date. I would like to begin the meeting by introducing the current members of the company's board of directors who have dialed into the webcast.
Joining me today are Michael Coleman, Bob Eversole, Alex Fischer, Tanya Fratto, Mark Haney, Ross Jones, Bob Kidder, our chairman, Carl Nelson, and Manuel Perez de la Mesa. We also have members of the company's executive management team in attendance, as well as Anesa T. Chaibi, who is standing for nomination as a director at this annual meeting. Scott Cottrill, our Corporate Secretary, will serve as Secretary of the meeting and will record the proceedings, and I will serve as the Chair of the meeting. At this time, I would like to ask Scott if notice of this annual meeting has been sent to all stockholders entitled to vote at this meeting.
Thank you, and good morning. Yes, I have here an affidavit from an authorized representative of Broadridge Financial Solutions, Inc., duly signed, which states that on June eleventh, twenty twenty, notice of the meeting was mailed to stockholders of record as of the close of business on May twenty-ninth, twenty twenty, the record date for the meeting. Stockholders were provided electronic access to our proxy statement, proxy card, annual report, and other material necessary to vote at this meeting, and could request hard copies of the documentation as outlined in our notice. This affidavit will be filed with the minutes of this meeting.
The affidavit is accepted. Mr. Cottrill will now discuss the procedures for transacting the business of the meeting.
... This meeting is being hosted live via virtual shareholder meeting room. A copy of the agenda for the meeting is available through the online virtual meeting portal, and the meeting will take place as described in the agenda. Guidelines for the conduct of the meeting have also been made available through the online virtual meeting portal. Any stockholder entitled to vote may vote while connected to the meeting room using the Vote Here tab through the virtual meeting portal. Any ballot not received when called for will not be counted. You will have an opportunity to vote when the polls are open later in the meeting. Although, if you have already submitted your vote via proxy, you need not vote again. We will announce the initial results of the report of the inspectors of election when voting is complete.
An authorized representative of Broadridge Financial Solutions, Inc. is in attendance today and has been appointed to serve as the inspector of election for this meeting. He has signed an oath to act as the inspector of election, and this oath will be filed with the minutes of this meeting. The inspector has the registered stockholder list of the company as of May twenty-ninth, twenty twenty, the record date for the meeting, which shows the registered stockholders and the respective number of shares entitled to vote at this meeting. This list was made available for examination by stockholders at the company's corporate offices and will be filed with the minutes of this meeting. Will the secretary now report the number of shares, beneficial and registered, represented at this meeting?
Out of ninety-one million, two hundred and ninety-seven thousand, nine hundred and fifty shares of common stock and ESOP preferred stock entitled to vote at this meeting, there are present or represented by proxy at least eighty-six million, fifteen thousand, seven hundred and sixty-eight shares, or approximately 94.21% of such shares.
A quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Since no stockholder nominations or proposals were properly filed in advance of this meeting, as provided for in the bylaws, the business of the meeting is limited to the five matters stated in the notice of the meeting. Proposal one: Election of four directors for a three-year term and one director for a one-year term. This is the election of four Class I directors and one Class II director of the company. Directors D. Scott Barbour, Michael B. Coleman, Tanya Fratto, and Carl A. Nelson Jr. will stand for election as Class I directors, each to serve for a term expiring at our twenty twenty-three annual meeting or until his or her successor has been elected and qualified. A new nominee, Anesa T.
Chaibi, will stand for election as a Class II director to serve for a term expiring at our twenty twenty-one annual meeting or until her successor has been elected and qualified. The board of directors of the company recommends that stockholders vote for each of Messrs. Barbour, Coleman, and Nelson, and Mss. Fratto and Chaibi. A motion to elect five directors is now in order. Is there a motion?
I move that D. Scott Barbour, Michael B. Coleman, Tanya Fratto, and Carl A. Nelson Jr. be elected as Class I directors, and that Anesa T. Chaibi be elected as a Class II director.
Is there a second to this motion?
I second the motion.
The motion has been duly made and seconded. Our next item of business is Proposal two, a proposal to approve on a non-binding advisory basis, the compensation for the company's named executive officers. The compensation of the company's named executive officers is discussed in the proxy statement that was made available to stockholders prior to the annual meeting. The board of directors of the company recommends that stockholders vote for this proposal. A motion to approve the compensation of the company's named executive officers is now in order. Is there a motion?
I move that the compensation of the company's Named Executive Officers be approved.
Is there a second to this motion?
I second the motion.
The motion has been duly made and seconded. Our next item of business is Proposal three, a proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending on March thirty-first, twenty twenty-one. Kevin Crum with Deloitte & Touche LLP is in attendance at today's meeting and would be pleased to respond to appropriate questions submitted by stockholders, which may be submitted at this time through the online portal. Any questions so submitted for Mr. Crum will be addressed as appropriate. The appointment of Deloitte & Touche LLP is discussed in the proxy statement that was made available to stockholders prior to the commencement of this annual meeting. The board of directors of the company recommends that stockholders vote for this proposal.
A motion to ratify the appointment of Deloitte & Touche LLP, as described in the proxy statement, is now in order. Is there a motion?
I move that the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending on March thirty-first, twenty twenty-one, be ratified.
Is there a second to this motion?
I second the motion.
The motion has been duly made and seconded. Our next item of business is Proposal four, a proposal to approve amendments to the company's Certificate of Incorporation to declassify the board of directors over a three-year period and provide that directors elected on or after the twenty twenty-one annual meeting serve for one-year terms. The proposal to declassify the board of directors is discussed in the proxy statement that was made available to stockholders prior to the annual meeting. The board of directors of the company recommends that stockholders vote for this proposal. A motion to approve amendments to the company's Certificate of Incorporation to declassify the board of directors over a three-year period is now in order. Is there a motion?
I move that the amendments of the company's Certificate of Incorporation to declassify the board of directors over a three-year period be approved.
Is there a second to this motion?
I second the motion.
The motion has been duly made and seconded. Our next item of business is Proposal Five, a proposal to approve amendments to the company's Certificate of Incorporation, to eliminate provisions requiring super majority stockholder approval, to amend certain provisions of the Certificate of Incorporation and Bylaws. The proposal is discussed in the Proxy Statement that was made available to stockholders prior to the annual meeting. The board of directors of the company recommends that stockholders vote for this proposal. A motion to approve this proposal is now in order. Is there a motion?
I move that the proposal to amend the company's certificate of incorporation, to eliminate provisions requiring super majority stockholder approval, to amend certain provisions of the certificate of incorporation and bylaws be approved.
Is there a second to this motion?
I second the motion.
The motion has been duly made and seconded. Having presented all matters to be voted on by stockholders, I declare the polls now open for voting on the proposals. The votes on these proposals will be conducted via the virtual meeting room through the Vote Here tab. It is important that all votes be cast. However, it is not necessary for you to vote via the virtual meeting room during this meeting if you have previously returned a proxy card. Operator, please open the polls for voting. We will take a few moments to ensure all of the online ballots have been properly submitted for the five proposals being voted on today. The inspector has also collected the master ballot that is being cast by the designated proxies. The voting has been completed. I declare that the polls are now closed.
I would again like to express my sincere appreciation to the stockholders who attended this meeting and to those who submitted their proxies. I understand that the preliminary report of the inspector of election has been delivered to the company. Inspector, will you please announce the results of the stockholders' vote?
My preliminary report indicates Mr. Barbour received approximately eighty-three million, two hundred and sixty-one thousand, forty-five votes for election as a Class I director. Mr. Coleman received approximately seventy-six million, six hundred and eighty-four thousand, two hundred and thirteen votes for election as a Class I director. Ms. Fratto received approximately seventy-seven million, sixteen thousand, one hundred and thirty-seven votes for election as a Class I director. Mr. Nelson received approximately eighty-three million, one hundred and twenty-five thousand, three hundred and thirty votes for election as a Class I director, and Ms. Chaibi received approximately eighty-three million, three hundred and forty-nine thousand, six hundred and forty-one votes for election as a Class II director. No other candidates for election as a director received any votes.
At least a majority of the outstanding shares present via the virtual meeting room or represented by proxy and entitled to vote, voted in favor of proposal number two. At least a majority of the outstanding shares present via the virtual meeting room or represented by proxy and entitled to vote, voted in favor of proposal number three. At least three-fourths of the outstanding shares entitled to vote in the election of directors of the company voted in favor of proposal number four. At least three-fourths of the outstanding shares entitled to vote in the election of directors of the company voted in favor of proposal number five.
I am pleased to announce the following based on the preliminary results: Mr. Barbour, Mr. Coleman, Ms. Fratto, and Mr. Nelson have each been duly elected as Class I directors, each to serve a term expiring at our 2023 annual meeting, or until his or her successor has been elected and qualified, and Ms. Chaibi has been duly elected as a Class II director to serve a term expiring at our 2021 annual meeting, or until her successor has been elected and qualified. Since the number of votes in favor of approval of proposal number two represents more than a majority of the outstanding shares present via the virtual shareholder meeting room or represented by proxy and entitled to vote, I am pleased to announce that the compensation for named executive officers has been approved.
Since the number of votes in favor of approval of proposal number three represents more than a majority of the outstanding shares present via the virtual shareholder meeting room are represented by proxy and entitled to vote, I am pleased to announce that the appointment of Deloitte & Touche LLP as the company's independent registered accounting firm for the fiscal year ending on March thirty-first, twenty twenty-one, has been ratified.
Since the number of votes in favor of approval of proposal number four represents more than three-fourths of the outstanding shares entitled to vote in the election of the company, in the election of directors of the company, I am pleased to announce that the amendments to the company's certificate of incorporation to declassify the board of directors over a three-year period, and provide the directors elected on or after the twenty twenty-one annual meeting, serve for one-year terms, have been approved. Finally, since the number of votes in favor of approval of proposal number five represents more than three-fourths of the outstanding shares entitled to vote in the election of directors of the company, I am pleased to announce that the amendments to the company's certificate of incorporation have been approved.
I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. This concludes the formal matters to be acted upon at this annual meeting. Since there is no further business to come before this meeting, a motion to adjourn the formal meeting is now in order. Is there such a motion?
I move that we adjourn the formal meeting.
Is there a second to this motion?
I second the motion.
It has been moved and seconded that the formal meeting adjourn. All shares entitled to vote that are represented by proxy at this meeting are hereby cast in favor of adjourning the meeting. Thus, the motion is carried, and the formal meeting is adjourned. Once again, I want to thank you for your participation. Operator, you may now disconnect the meeting.