Good morning. Welcome to Premier Financial Group's 2021 annual meeting of shareholders. All participants will be in listen-only mode. If you would like to ask a question, enter it in the Q&A section in the bottom right of the screen. Submitted questions will be answered. Please note this event is being recorded. I would now like to turn the conference over to Donald P. Hileman, Chairman of the Board of Premier Financial. You may go ahead, please. Thank you. Good afternoon, and welcome to the 2021 annual meeting of the shareholders of Premier Financial Corp. My name is Donald P. Hileman, I am a director and the Executive Chairman of the board of Premier Financial. I will also act as presiding officer for this meeting. I'm officially calling this meeting to order. The polls are still open. Any shareholder or proxy holder who has not voted but like to may do so now and can vote by clicking on the Vote Here button on the meeting page. You may cast your vote at any time between now and the time the polls are closed in a few minutes. In attendance with me today are some of our executive officers, including Gary Small, our CEO, President, and member of the board, Paul Nungester, our Chief Financial Officer, and Shannon M. Kuhl, Chief Legal Officer and Corporate Secretary. Board members joining us today, along with myself and Gary M. Small, include John L. Bookmyer, our past Chairman. Marty E. Adams, Zahid Afzal, Louis M. Altman, Terri A. Bettinger, Lee J. Burdman, Jean A. Hubbard, Charles W. Niehaus, Mark A. Robison, Richard L. Schiraldi, who also serves as Vice Chairman of the Board, and Samuel S. Strausbaugh. Also joining us today are Dave Lawrence, Crowe LLP, who is available to answer any questions directed to our auditors, and Kimberly J. Schaefer, Vorys, Sater, Seymour and Pease LLP, who serves as SEC Counsel for Premier. We will now proceed with the business part of the meeting. Shannon M. Kuhl has been appointed to serve as our Inspector of Elections for the annual meeting. In addition to counting ballots, the Inspector of Elections will determine officially the number of votes that are present in person or by proxy this afternoon. If you submitted a proxy or voted telephonically or electronically, you do not need to vote again in person today. If you do wish to vote in person today and have not done so, you may vote now by clicking on the Vote Here button on your screen. I will now ask Shannon M. Kuhl, our Secretary, to report on the notice for this meeting. Shannon M. Kuhl? Thank you, Mr. Chairman, and good afternoon. On or about March 19th, 2021, written notice of this annual meeting of shareholders was mailed to Premier Financial shareholders of record as of the close of business on March 1st, 2021. Which notice provided shareholders with instructions on how to obtain our proxy statement and 2020 annual report. Thank you, Shannon. Will you now report on the number of votes entitled to be cast at this meeting? Mr. Chairman, of the 37,273,303 votes eligible to be cast, 30,073,731 votes, or 80.68% of all outstanding shares are present. Therefore, a quorum exists for this meeting. Thank you, Shannon M. Kuhl. There are three proposals to be considered at this meeting. Proposal one is to reelect four directors, each for a three-year term expiring in 2024. This item requires only a plurality of the shares actually voted. The board of directors has approved and nominated the following directors to stand for reelection. Marty E. Adams, myself, Donald P. Hileman, Gary Small, and Samuel S. Strausbaugh. Proposal two is a non-binding advisory vote to approve the compensation of our named executive officers identified in the summary compensation table on page 34 of the proxy statement. We are asking shareholders to vote on the following resolution. Resolved, that the shareholders approve the compensation of Premier Financial's named executive officers as named in the summary compensation table of the company's 2021 proxy statement, as described in the compensation discussion and analysis. The compensation tables and their related disclosures contained on page 22 through 39 in the proxy statement. This item requires a majority of the shares actually voted. Proposal three is a vote to ratify the appointment of Crowe LLP as the independent registered accounting firm for 2021. This item requires a majority of the shares actually voted. There have been no other nominations or items properly submitted to the Premier Financial Corporation pursuant to its regulations. Are there any questions concerning the proposals on the ballot? All right. Seeing that there are no questions submitted, the proposals will be put to a vote. Shareholders must finish voting at this time. All right. Seeing no additional votes. Now that all votes have been cast, I now declare the polls closed and ask the inspector of elections to tabulate and announce the results of the voting. Shannon? I am pleased to report that the preliminary vote report indicates that Directors Adams, Hileman, Small, and Strausbaugh have been reelected to the board of directors. Premier Financial's executive compensation program has been approved. The selection of Crowe LLP as the outside independent auditors for 2021 has been approved. Thank you, Shannon. We will be reporting final voting results in a Form 8-K to be filed with the SEC within four business days. There being no further business to come before the meeting, I would ask for a motion to adjourn the 2021 annual meeting of shareholders of Premier Financial Corp. Moved. Second. The meeting is adjourned. Thank you, everybody.
Loading workspace