Harsco Corporation, Annual General Meeting, Apr 19, 2023
And Phil Widman.
Speaker 1: Timothy Lorien, Ed Purvis, John Quinn, and Phil Widman.
Speaker 1: Representing Press Waterhouse Coopers virtually are entities Skamufa and Michelle Miller.
Speaker 1: Representing ComputerShare, the Corporation's Transfer Agent and Inspector of Election is Sue Nelson.
Speaker 1: Following the vote on the annual meeting matters, we will facilitate the Q and a session. If there are any questions submitted through the question box. On your screen, appropriate documentation of notice for this meeting was given as indicated by affidavit. And report provided by our transfer agent computer share.
Speaker 1: The affidavit and copies of the Notice of 2023 Annual Meeting of Stockholders and proxy statements and proxy card will be filed with the minutes of this meeting.
Speaker 1: All stockholders of record at the close of business on February 22nd, 2023 are entitled to vote at this meeting. As of February 22nd, 2023, the record date, there was a total of 79,496,254,000 votes.
Speaker 1: thousands of shares of common stock outstanding.
Speaker 1: Sue Nelson, the representative of the Inspector of Election, has signed the oath of the Inspector for this meeting. That signed oath shall be filed with the minutes of this meeting.
Speaker 1: Our first order of business in this meeting is to determine whether shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business.
Speaker 1: I have a Secretary's report indicating that the total number of shares of common stock represented by stockholders in voting in person or by proxy is 71,384,050 shares or approximately 89.8% of all of the outstanding shares entitled to vote.
Speaker 1: A copy of the Secretary's report will be filed in the minutes of today's meeting.
Speaker 1: Based on this report, I can confirm that a quorum of the stockholders entitled to vote at this meeting is present, either in person or by proxy, and that this meeting has been properly convened for purposes of transaction such business as may properly come before it. It is my honor tomoofers, the tail not at that time to discharged Con Abyssaloss a helmet
Speaker 1: We will now proceed with the matters properly brought before this meeting to be acted upon by stockholders.
Speaker 1: The first proposal for stockholder action is the election of nine directors to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified. In accordance with our majority voting stand for election of directors, each nominee receives more votes in favor than against.
Speaker 1: his or her election will be elected. In accordance with the bylaws of the corporation, the Board of Directors has nominated for election the nine current directors of HARSCO. Information regarding the nominees is contained in the 2023 proxy statement. The second proposal for stockholder action is the rat-
Speaker 1: voting stock entitled to vote and represented in person or by proxy at this meeting is required to approve this proposal.
Speaker 1: The third proposal for stockholder action is devolved on an advisory basis to approve named executive officer compensation as set forth in the resolution set forth in the Trustee Statement
Speaker 1: More votes for than votes against is required to approve this proposal.
Speaker 1: The fourth proposal for stockholder action is the vote on an advisory basis regarding how often we should include a say-on-pay proposal in our proxy materials for future annual stockholder meetings, or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting.
Speaker 1: The affirmative vote of at least a majority of the shares of our voting stock entitled to vote and represented in person or by proxy at this meeting is required to approve this proposal.
Speaker 1: The fifth proposal for stockholder action is the vote on Amendment No. 3 to the 2013 Equity and Incentive Compensation Plan as set forth in the proxy statement. The affirmative vote of at least a majority of the shares of our voting stock entitled to vote is required to approve this proposal.
Speaker 1: The time is now 906 and I declare the polls are now open for each matter to be voted upon today, April 19, 2023. If you have not already done so, please vote your shares.
Speaker 1: The time is now. I hereby declare the polls are now closed at 907 a.m. and I ask the Inspector of Elections to tabulate the ballots. Always an honor to coworkers for the proceedings.
Speaker 1: As mentioned earlier, the Board of Directors has appointed ComputerShare represented here today by Sue Nelson as Inspector of Election. Ms. Nelson has tabulated the stockholder votes and has provided me with the preliminary results of the voting.
Speaker 1: The preliminary results from the Inspector of Election indicates that each of the nine nominees listed in the 2023 Proxy Statement has been duly elected as a director.
Speaker 1: The appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31st, 2023 has been approved. Our named executive officer compensation has been approved. The proposal to hold an advisory vote on the compensation of our named executive officers every year has been approved.
Speaker 1: and amendment number three to the 2013 equity and incentive compensation plan has been approved. The final report of the inspector of election will be filed within minutes of today's meeting.
Speaker 1: Thank you. The annual meeting of stockholders of Hartsfield Corporation is adjourned.
Speaker 2: This concludes the meeting. You may now disconnect.
Speaker 3: I.
Speaker 3: Oh.
Speaker 3: I have you.
Speaker 3: Quest.
Speaker 3: I.
Okay.