Harman International Industries, Inc. (NYSE:HAR)
2012 Annual Shareholders Meeting Call
December 5, 2012 11:00 am ET
Dinesh C. Paliwal – Chairman, President, and Chief Executive Officer
Marisa Iasenza – Secretary
Dinesh C. Paliwal
Good morning and welcome to our 2012 Annual Shareholders Meeting. I’m Dinesh Paliwal, Chairman of the Board of Directors and Chief Executive Officer of Harman International Industries Incorporated. The 2012 Shareholders Meeting is now called to order. We will begin this meeting with a formal corporate action and voting of the proxies. Following the formal portion of the meeting, I will make some remarks and then I will respond to any questions you may have.
Turning to corporate actions, I would first like to introduce the directors nominated for election to the Board. Our directors nominated for election are Dr. Jiren Liu, Edward Meyer, Hellene Runtagh, Frank Sklarsky, and Gary Steel. I am also nominated for the election as a director.
I would like to thank each of our directors for the commitment to Harman and for their support and guidance to the management team and to me over the past year. Now, our Corporate Secretary and Associate General Counsel will conduct the next portion of the meeting.
Thank you, Mr. Chairman, and good morning. We have available for inspection by any shareholder a certified list of shareholders as of October 08, 2012 the record date. Also available for inspection by any shareholder the affidavit after the mailing of the notice of availability of proxy materials to shareholders entitled to vote and the related notice of meetings, proxy statements, form of proxy and annual report. These documents will be the filed with the records of the company.
The persons appointed by the Board of Directors as proxy for today’s meeting are Herbert Parker and Todd Suko. Mr. Suko is serving as the inspector of elections for the meeting. Mr. Suko has taken the oath of office and will serve as the inspector for the election. He has presented to me a certificate showing the results of a proxy voting.
The inspector reports that based on valid proxies on file before the meeting began, there are present in person or represented by proxy the holders of approximately 63,110,000 shares of common stock or approximately 93% of the company’s common stock entitled to vote as of the record date. The number of shares of common stock represented at the meeting is more than majority of the total number of the shares entitled to vote and therefore pursuant to Article II section 7 of our bylaws I declare that the quorum is present.
We now turn to the items of business which were described in detail in the proxy furnished to shareholders. I now declare the polls open. The polls will remain open until all items of business have been presented and discussed. The first item of business is the election of directors in accordance with our bylaws and number of directors to be elected at this meeting has been established by the Board at 6.
The Board’s nominees for director were previously introduced and are listed in our proxy. Biographies of each nominee were also included in the proxy. The Board’s state of directors is now formally placed before the meeting. Under our current bylaws, if a shareholder wishes to make additional Board nomination, the shareholder must notify the secretary in writing prior to the meeting. No additional nominations have been received and I therefore declare that the nominations are closed.
The next item of business is ratification of the Board’s appointment of KPMG as the company’s independent auditors for fiscal 2013. On the recommendation of the Audit Committee, the Board has appointed KPMG as our independent registered public accounting firm for fiscal 2013 subject to ratification by our shareholders. Representatives of KPMG are here today.
The last item of business is the advisory vote to approve the compensation of our named executive officers as disclosed in our proxy statement. We will now vote on these items. If you have already submitted your proxy, there is no need for you to complete the ballot now unless you wish to revoke that proxy and change your vote on these items.
The polls are now closed for these items of business. As for other business, the company’s biologic require than any shareholder wishing to bring other matters before this meeting must notify the secretary in writing prior to the meeting. No advance notice was received. The Chairman also has advised me that the Board has no other items of things to be brought before the meeting and therefore the polls are now closed.
Dinesh C. Paliwal
Ladies and gentlemen, while the inspector tabulates the vote, I wish to make special mention of some changes to our annual report documents. As part of our sustainability efforts, this year we elected to not send out the full annual report in paper format. Many of you chose a greener option and opted to accept only the electronic versions of these documents. For the first time, we also chose to produce a video annual report.
If you haven’t done so already, I encourage you to visit the Investor Relations section of our website or the Harman Channel on YouTube where you can watch it. I believe both new investors and those a few who have been with us for years will find it enlightening and very informative. The floor is now open to any shareholders who may have a question or comment about the company.
It appears that there are no further questions or comments. The votes have been tabulated and I would like to call on Corporate Secretary Marisa to report those results.
The inspector has provided to me his certification of the preliminary results of the tabulation. Mr. Chairman and shareholders, the results show that the six director nominees have been approved, the Board’s request for ratification of the appointment of KPMG as the company’s independent registered public accounting firm has been approved and the compensation of our named executive officers has been approved.
Mr. Chairman, that concludes the report as voting results, the final certificate of the inspector will be filed with the minutes of the meeting.
Dinesh C. Paliwal
Thank you, Marisa, and thanks to all of you for your personal commitment to Harman. This concludes our agenda for the meeting and the meeting now stands adjourned.
[No Q&A session for this event]
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