Good morning, afternoon, and evening, Spirit stockholders. The Annual Stockholders Meeting is hereby called to order. I'm Robert Johnson, Chairman of the Board of Spirit AeroSystems Holdings, Inc. I am pleased to welcome each of you to the 2021 Annual Meeting of Stockholders, and to introduce Mr. Tom Gentile and Ms. Mindy McPheeters. Mr. Gentile is Spirit's President and Chief Executive Officer, and a member of Spirit's Board of Directors. Ms. McPheeters is Spirit's Senior Vice President, General Counsel, and Secretary. Ms. McPheeters will act as secretary of the meeting. Also present on the virtual meeting with me today are the other members of our Board of Directors. They are Steve Cambone, Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System, Charles Chadwell, Retired Vice President and General Manager of Commercial Engine Operations and General Electric Aircraft Engines, Irene Esteves, Retired Senior Vice President and Chief Financial Officer of Time Warner Cable, Inc., Paul Fulchino, Retired Chairman, President, and Chief Executive Officer of Aviall Company, Richard Gephardt, President and Chief Executive Officer of Gephardt Group and retired United States Congressman, Ronald Kadish, Retired Executive Vice President of Booz Allen Hamilton and retired General from the U.S. Air Force, John Plueger, President and Chief Executive Officer of Air Lease Corporation, and Laura Wright, Retired Senior Vice President and Chief Financial Officer of Southwest Airlines. Doug Ledbetter of Ernst & Young, LLP, Spirit's independent auditor, is also here today and will be available to answer questions during the question-and-answer session after the meeting. Paul Ramirez of American Election Services is attending in his capacity as Inspector of Election. Finally, Ryan Avey, Head of Investor Relations, will be assisting us today with the question-and-answer portion of the meeting. Mark Suchinski, Senior Vice President and CFO, and Justin Welner, Vice President of Human Resources, are also here to address any questions that may be asked. Before we get started, let me attend to some formalities. We are excited to be hosting our second annual virtual annual meeting, which allows us to reach a greater number of our stockholders, and more importantly, keep each of you safe as we continue to manage the COVID-19 pandemic. Stockholders are attending via the website disclosed in our proxy statement. You have each been provided with the opportunity to retrieve a copy of the agenda and a copy of the rules of conduct, each of which are available on the virtual meeting website. We will follow the agenda and rules of conduct in carrying the business of the meeting. We will conduct the meeting portion of our meeting first. After the business portion, closing of the polls, and adjournment of the formal meeting, we will begin the question-and-answer session. Stockholders will have an opportunity to ask questions for up to 10 minutes by typing questions into the text box in the meeting website. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and address appropriate unanswered questions by following up with the stockholder, asking the question after the meeting. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. Ms. McPheeters, please report on the notice of the meeting and the proxies received, and present the matters to be voted on. Thank you, Chairman Johnson. The notice of the meeting was mailed by Broadridge on March 17, 2021, in accordance with Delaware General Corporation Law and the company's bylaws. It went to all stockholders of record as of the close of business on March 2, 2021. A copy of the notice and the affidavit of distribution from Broadridge will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 105,440,975 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that holders of a majority of shares of Class A common stock are present at this meeting in person or by proxy. Therefore, a quorum is present, and I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. It is 11:07 on April 28, 2021. Let me clarify, it is 11:07 A.M. on Central Standard Time on April 28th, 2021, and the polls are now open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions on the page. Stockholders have sent in proxies, or voted via telephone or internet, and do not want to change their vote, do not need to take any further action. After all proposals have been presented, the polls will close. There are four items on the agenda for today's meeting, including one stockholder proposal. All of these items were described in the proxy statement. The first item of business is the election of 10 directors to serve until the 2022 Annual Meeting of Stockholders. The Board of Directors have nominated the following individuals for election as directors: Stephen Cambone, Charles Chadwell, Irene Esteves, Paul Fulchino, Tom Gentile, Richard Gephardt, Robert Johnson, Ronald Kadish, John Plueger, and Laura Wright. The board recommends a vote for each of the director nominees. The second item of business is the approval on an advisory basis of the compensation of the company's named executive officers. The board recommends approval of the proposal. The third item of business is the ratification of Ernst & Young, LLP, as the company's independent registered public accounting firm for fiscal year 2021. The board recommends approval of the proposal. The fourth item of business is the stockholder proposal, requesting an amendment to the company's Proxy Access bylaws. The stockholder proposal and its supporting statement are set forth in the proxy statement. The proposal was submitted by Mr. John Chevedden. Mr. Chevedden is on the line to pre-present the proposal today. Operator, please open Mr. Chevedden's line, and Mr. Chevedden, please proceed. Hello, this is John Chevedden. Can you hear me okay? Yes, we can. This is Proposal Four: Improve our Catch-22 Proxy Access. Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for three years in order to enable shareholder proxy access. Proxy access allows a group of shareholders to nominate a director who will compete with management-nominated directors to see who gets the most votes. Competition is good for our board of directors. Currently, a strict limit of 20 shareholders must have owned $150 million of Spirit stock for an unbroken three years in order to nominate one candidate for the board under our proxy access rules. A strict limit of 20 deep-pocket shareholders does not allow for a diverse group of shareholders. It is disappointing that management does not support the diversity that this proposal calls for. As a practical matter, it is unlikely that more than 50 shareholders would participate in nominating a director using proxy access with this proposal. There is hardly any administrative difference in 20 shareholders submitting proof of owning $150 million of our stock, compared to 50 shareholders submitting proof of owning $150 million of our stock. Adopting this proposal would show management's commitment to diversity. This proposal is asking for so little. The beauty of a good governance proposal like this proposal is that it would not result in more costs, because the mere presence of a good governance serves as a guardrail to make sure that management elects the best directors on their own. Because if management does not elect the best directors, then shareholders have a remedy with teeth to make their director nominations known to management. Our current proxy access is way out of balance. There has not been one proxy access candidate placed on the ballot of any company during the past 5 years. There have been 500 companies with a shareholder right for proxy access during these 5 years. 500 companies times 5 years equals 2,500 company years without one proxy access candidate. This means that under the current rules, any company, such as Spirit, would not accept one proxy access candidate during the next 2,500 years. This is way out of balance as far as shareholders are concerned. Plus, a proxy access candidate then has the formidable challenge of getting more votes than at least one established director. This would require impressive shareholder support over an incumbent director and would be a clear indication that an incumbent director needed to be replaced. Please vote yes to improve our Catch-22 Proxy Access Proposal Four. Thank you, Mr. Chevedden. As noted in the proxy, the board recommends a vote against the proposal for the reasons stated therein. Now that everyone has had an opportunity to vote, I declare the polls for the 2021 Spirit AeroSystems Holdings, Inc. Annual Stockholder Meeting are closed at 11:12 A.M. Central Standard Time on April 28, 2021. I will now share with you the preliminary voting results. Each of the director nominees has been duly elected to serve for a one-year term, expiring at the company's 2022 Annual Meeting of Stockholders. The advisory vote to approve the compensation of the company's named executive officers has been approved. The proposal to ratify Ernst & Young as the company's independent registered public accounting firm for fiscal year 2021 has been approved. The stockholder proposal requesting an amendment to the company's proxy access bylaw has not been approved. The final votes on each of these matters will be included in the certificate of the Inspector of Election to be filed with the minutes of this meeting. The final votes will also be reported in a Form 8-K to be filed with the Securities and Exchange Commission within four business days of today's date. Mr. Johnson, I turn the meeting back to you. Thank you. There being no further business to come before the meeting, other than the questions and answers, the meeting is therefore adjourned. Thank you for attending our annual stockholders meeting. Now, we would like to hold a session for any stockholders to ask questions through the web portal. Ryan Avey will read the question out loud, and we will provide a response. My name is Tom Gentile. I'm the President and CEO of Spirit AeroSystems. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. We will do our best to follow up with stockholders with respect to unanswered, appropriate questions after the meeting. Ryan, are there any questions to be addressed? Yes. A shareholder would like to know, can you announce a percentage vote in regard to the management pay proposal? Preliminary results are that the stockholders have voted 80% for say on pay, our proposal number two. As mentioned earlier, final results will be released in an 8-K to be filed within four business days from today's date, as well as within the certificate of the Inspector of Election to be filed with the minutes of this meeting. Okay, the next question: What does the acquired Bombardier business make for Airbus? The assets that we acquired from Bombardier were in three sites. The first was Belfast, the second is Morocco, and the third is Dallas. The principal products that those assets produce for Airbus are in the Belfast site, and they include the wing for the Airbus A220, which is an aircraft that they acquired from Bombardier a few years ago. It's about 110-150-seat aircraft in two different models. This wing is a composite wing, and it uses a state-of-the-art production process for composite fabrication called Resin Transfer Molding, Resin Transfer Infusion. And they provide 100% of the wings to Airbus for the A220 aircraft. The other product that they produce for Airbus is the center fuselage section for the A220 aircraft, and that's currently produced partly in Belfast and partly in Morocco. The other type of products that those assets provide for Airbus are manufacturing, repair, and overhaul, or MRO services, that were in Belfast and Dallas, and those were for flight control surfaces, nacelles, and thrust reversers that are on Airbus products. Okay, the next question: Is it possible that Airbus would become a bigger customer than Boeing in a few years? One of my stated objectives is to continue to diversify our business and grow our work statement with Airbus. This year, Airbus represented 27% of our revenues. It was a bit higher this year because during the pandemic and the MAX grounding, the Boeing percent of our business declined from 78% in 2019 to 46% in 2020. The growth of Airbus is extremely good. As I just described, we have significant work content now after the acquisition of the assets from Bombardier on the A220, and so that has grown our work package with Airbus, and it will continue to grow. Whether they overtake Boeing is something that we will see in the future. It would take a long time because as the market recovers from the pandemic, Boeing will recover its production rates, particularly on the MAX. In 2019, the MAX represented half of our revenues. As production rates recover on the MAX, the Boeing percentage of our revenue is likely to grow again to beyond the 46% that it was in 2020. Okay. Next question: Could Spirit become a major supplier for a Boeing 797? So the Boeing 797 has been articulated in the press as a potential new model that Boeing would develop to address what they call the middle of the market. So it's the space between where the narrow-body aircraft, like the 737 MAX and the A320, have been serving, and where the wide-bodies, like the 787 or the A350, serve. And so that includes aircraft that have a passenger capacity of about 200-280 passengers and a range of anywhere from, say, 3,500-4,500 nautical miles. So the answer is Boeing has been our largest customer since we separated from them in 2005 and became an independent public company. We would, of course, want to do everything we could to support Boeing if they launch a new program. As the premier aerostructures provider in the world, Spirit has tremendous capabilities in all aspects of composite and metallic aerostructure production, and we can bring tremendous value to any new program, including a potential Boeing 797 program. Okay, next question: What fringe benefits do directors get? Directors are not entitled to any specific perquisites. However, if they do experience expenses in conjunction with carrying out their duties, we do offer reimbursement. Okay, the next question. Mr. Chairman, the Carpenters Pension Funds hold a collective ownership position of 481,200 shares of the company's common stock. As long-term investors, we believe that executive compensation plans should be designed to drive the successful execution of the company's long-term strategic business plan. We support the company's executive compensation plan. As regards to the long-term compensation component of the executive compensation program, could you or the chair of the compensation committee discuss the rationale for the high percentage of time-based restricted stock utilized in the absence of financial performance metrics for any component of the long-term compensation going forward? Thank you for your question. I'll refer to Justin Welner, our Vice President of Human Resources, to answer that question. So our current design for the long-term incentive is 60% time-based, 40% performance-based. The rationale behind the 60/40 split is simply, in the absence of a traditional pension plan, ensuring we have a long-term incentive plan that's designed to retain our top talent. With regards to the performance element, so 40% are based on a financial metric, it's Total Shareholder Return, and that's Total Shareholder Return in comparison to our proxy peer group. Okay, the next question. I wanted to thank you all. I want to thank all that you have had a hand in charting the company's course through this difficult past year. The company has come out stronger, and I look forward to seeing you all in person. If you need anything of me, please do not hesitate to give me a call. That question was from Matthew Joyce, from our union SPEEA, who typically come to our annual meetings in person, and we're not able to do that this year because it's virtual. So Matthew, we appreciate your comment, and thank you very much. Okay, there appears to be no further questions at this time. Thank you, Ryan. This concludes the session. Thank you to our stockholders for attending our annual meeting. We appreciate your support and continued investment in Spirit.
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