WillScot Holdings Corporation (WSC)
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AGM 2020

May 11, 2020

Operator

Welcome to the 2020 Annual Meeting for WillScot Corporation. Our host for today's call is Gerry Holthaus, Chairman of the Board. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Gerry Holthaus. You may begin, sir.

Gerry Holthaus
Chairman of the Board, WillScot Holdings Corporation

Thank you. Good morning, everyone. Will the meeting please come to order? I am Gerry Holthaus, Chairman of the Board of WillScot Corporation, and I will be presiding at this meeting. On behalf of our directors and officers, it is my pleasure to welcome you to the 2020 Annual Meeting of Stockholders of WillScot Corporation. All of our directors are also present today. Tim Lopez, our General Counsel and Corporate Secretary, will act as Secretary of the Meeting. Tim has also been appointed to act as Inspector of Election. Dave Harding, virtually, of Ernst & Young LLP, our independent registered public accounting firm, is also present. Each of you should have received access to our proxy statement and annual report. Copies of these documents are available for any stockholder who does not have them.

Please remember that stockholders will only be available to submit remarks or questions in writing on the virtual meeting website. We ask that your remarks or questions pertain to the item under discussion in the agenda. Thank you in advance for your cooperation. The Secretary has delivered an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on March 16th, 2020, are entitled to vote at the annual meeting. Mr. Lopez, as our Inspector of Election, will you please present your report of the attendance at this meeting so that we can determine whether a quorum is present?

Tim Lopez
General Counsel and Corporate Secretary, WillScot Holdings Corporation

Mr. Chairman, there were 118,340,787 shares of common stock entitled to vote as of March 16th, 2020, record date. There are 112,006,709 shares of common stock, or approximately 94.6% of all shares of common stock entitled to vote, represented in person or by proxy at this meeting.

Gerry Holthaus
Chairman of the Board, WillScot Holdings Corporation

Thank you, Mr. Lopez. On the basis of the Inspector of Elections report, I find that a quorum is present. Accordingly, this meeting has been properly convened for purposes of transacting such business as may properly come before it. The principal business of this annual meeting is to elect three directors, ratify the appointment of the independent registered public accounting firm for the year ending December 31st, 2020, approval or disapproval by an advisory vote, the compensation of our named executive officers, and determine the frequency of the advisory vote on the compensation of our named executive officers. Mr. Lopez, were there any stockholder nominations or proposals for business for this meeting properly filed with the Corporate Secretary?

Tim Lopez
General Counsel and Corporate Secretary, WillScot Holdings Corporation

No, Mr. Chairman.

Gerry Holthaus
Chairman of the Board, WillScot Holdings Corporation

Since no stockholder nominations or proposals were properly filed with the Corporate Secretary in advance of this meeting, as provided in the Bylaws, the business of this meeting is limited to the four proposals stated in our proxy statement. The first proposal we'll consider today is the election of three directors. The board of directors has nominated Gary Lindsay, Stephen Robertson, and Jeff Sagansky to serve for terms of three years and until their successors are elected and qualified. All nominees are currently directors of WillScot. Is there any discussion with respect to the nominations for director? Okay. Hearing none. The second proposal to be considered at the meeting is the ratification of the appointment of Ernst & Young as the independent registered public accounting firm for the year ending December 31st, 2020.

Is there any discussion with respect to the ratification of Ernst & Young as independent registered public accounting firm?

Tim Lopez
General Counsel and Corporate Secretary, WillScot Holdings Corporation

None.

Gerry Holthaus
Chairman of the Board, WillScot Holdings Corporation

Hearing none. The third proposal to be considered at this meeting is the non-binding advisory approval or disapproval of the compensation of our named executive officers. Is there any discussion with respect to the compensation of our named executive officers? Hearing none. The fourth proposal to be considered at this meeting is the non-binding advisory vote on the frequency of future Say on Pay proposals regarding the compensation of our named executive officers. Are there any questions? Hearing none and no questions to any of the proposals, this concludes the discussion on all matters, and the polls are now open. Your ballot is available electronically on the virtual meeting website. Please remember that if you have already sent in your proxy card, your shares have been voted accordingly.

You do not need to vote today unless you are voting for the first time or want to change your previous vote. We now seem to have all the votes, and since all those desiring to vote electronically have done so, I hereby declare the polls closed. The ballots and proxies will be held in the possession of the Inspector of Election. Mr. Lopez, will you now present your report on the vote?

Tim Lopez
General Counsel and Corporate Secretary, WillScot Holdings Corporation

The report confirms that all of the directors nominated by the board have been duly elected, that the appointment of Ernst & Young as independent registered public accounting firm for the year ending December 31st, 2020, has been ratified, that the advisory vote on Say on Pay has been approved, and that the annual frequency on the Say on Pay vote has also been approved.

Gerry Holthaus
Chairman of the Board, WillScot Holdings Corporation

The report of the Inspector of Election as presented is accepted. Mr. Lopez, please safeguard the ballots, proxies, and the oath and the certificate and report of the Inspector of Election and maintain them among the records of WillScot Corporation. Thank you again for attending today's meeting. This meeting is now adjourned.

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