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Hubbell Inc. (NYSE:HUB.B)

May 07, 2013 9:00 am ET

Executives

Timothy H. Powers - Chairman, Member of Executive Committee and Member of Finance Committee

Megan C. Preneta - Corporate Secretary and Assistant General Counsel

David G. Nord - Chief Executive Officer, President, Director, Member of Executive Committee and Member of Finance Committee

Timothy H. Powers

Good morning, ladies and gentlemen. Will the meeting please come to order? I want to welcome all of you to the 2013 Annual Meeting of Shareholders of Hubbell Incorporated here at our corporate headquarters in Shelton, Connecticut. I am Timothy H. Powers, Chairman of the Board, and I will be presiding over today's meeting.

At this time, I would like to introduce David Nord, Hubbell's President and Chief Executive Officer; and Megan Preneta, Corporate Secretary and Assistant General Counsel, who are joining me at the head table.

In June of 2012, Dave was appointed President and Chief Operating Officer of the company after having served as the company's Chief Financial Officer since 2005. Then in December of 2012, he was appointed to the position of Chief Executive Officer and also to the Board of Directors. Over the past 7 years, Dave has been instrumental in developing and executing the company's strategy and plans and guiding it toward the success it enjoys today. And so I'd like to take the opportunity to formally congratulate Dave on his promotion, and thank him for his significant contributions and the strong support and collaboration during my tenure. On behalf of the Board of Directors, we look forward to Dave's prosperous future of our company under his leadership.

At this time, I would like to introduce each of the nominees for director of the company in addition to Dave and me, who are seated in the audience. As I introduced each of them, I would ask them to stand. Jack Ratcliffe; Carlos Cardoso; Lynn Good; Tony Guzzi; Neal Keating; John Malloy; Andrew McNally; Carlos Rodriguez; John Russell; and Richard Swift.

I would also like to take this opportunity to recognize Dan Van Riper, who is retiring from our board after serving the company and its shareholders for 10 years. Dan, can you stand up? Thank you. Notably, Dan also chaired the board's Audit Committee for the past 4 years, bringing in over 40 years of combined experience in public accounting, auditing and financial oversight. Dan joined the board in 2003 with a career history that included 26 years as a partner of a prominent accounting firm, 4 years as a public company CFO and service on multiple public company boards. On behalf of the Board of Directors, I would like to thank Dan for his decade of dedicated service, his exemplary stewardship of our Audit Committee and his numerous valuable insights and contributions to our company. Thank you, Dan.

Also with us today is Kevin Hallinan, partner of PricewaterhouseCoopers LLP and Patricia Hoffman, a representative from Broadridge Financial Services. Ms. Hoffman and Ms. Preneta, will ask act as the Inspectors of the Election for this meeting.

As in past years, I would like also to express a warm welcome to the members of the Hubbell family who are in attendance today. And I see that we're out in full force. It's a great view. On behalf of the company, I would like to thank them for participating in this year's meeting and for continuing to keep the family closely connected to our company.

We will now proceed with the formal portion of the year 2013 Annual Meeting of Shareholders. You should all have a copy of the rules of conduct, which printed on the reverse side of the agenda. These rules will govern the conduct of our meeting today. We welcome questions from our shareholders. However, the question should be confined to the items on the agenda and raised as each item is presented. All other questions or comments should be held until after the vote tabulation period. I have an affidavit of Broadridge showing that due notice of this meeting was given. A copy of the notice and an affidavit will be attached to the minutes of the meeting. All shareholders of record at the close of business on March 8, 2013, are entitled to vote at the meeting.

The first order of business of the meeting is to determine whether the shares represented at the meeting constitute a quorum for the purposes of transacting business. Megan, do you have a report?

Megan C. Preneta

Yes, Mr. Chairman. We have been informed by Broadridge that proxies have been received from shareholders representing a total of 181,930,448 votes or 93% of the total votes eligible to be cast at this meeting.

Timothy H. Powers

Terrific. Thank you. Since the majority of the shares entitled to vote at this meeting are present in person or by proxy, I hereby declare a quorum present. There are 2 proposals to be voted upon at this meeting as described in the notice of the meeting and the proxy statement. The first proposal is the election of the directors of the company to serve until the 2014 Annual Meeting and the election of their successors. Is there any discussion of this proposal?

The second proposal is the ratification and selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year 2013. Is there any discussion of this proposal?

We will now proceed to vote on these 2 proposals. Are there any shareholders who wish to vote in person by ballot? If so, will you please raise your hand and the Secretary will provide you with a ballot. If you've already voted by proxy, you do not need to vote today unless you want to change your vote. Anyone need a ballot?

Great. I now declare the polls closed. While the vote is being tabulated by the Inspectors of Election, I would like to turn the meeting over to Dave Nord, who will use this opportunity to report to the shareholders on several topics. Dave?

David G. Nord

Thank you, Tim, and good morning, everybody. I just have a few brief comments that I want to share and it really is around 3 topics: The past, the present and the future. Clearly, I stand here today very honored to have the opportunity to lead this company into this next phase of its journey. It's a company with a very proud history, as we all know. And in fact, if you will notice, the board and members of management are wearing a pin that commemorates an anniversary that we're celebrating this year, and that's the 125th anniversary of the formation of Hubbell. What -- we remind ourselves every day of that proud history as we walk into the corporate office and we have a glass etching of the original blueprint of Harvey Hubbell's pull chain socket. We're also reminded, when you walked in the front door, that Hubbell has been built over the 125 years through the additions of leading brands in our industry. And so we post a lot of those brands. But what I find most interesting, and you should find as well, is that there's a number of open spots on that board, and that really is what we're talking about going forward.

More recent history and let's say that as last year's history, 2012, we had very good results in a very good year. Our sales for the first time exceeded more than $3 billion; our earnings per share, $5, both of those records in the 125-year history of Hubbell. And strong cash generation, allowing us to continue to invest.

All of that is just a continuation of a trend that we've had over the last 12 years: Great performance just continuing to build on it. And I think I've -- and I've been here for a large part of this but not for all of this period. And I'd be remiss if I didn't take the opportunity to recognize who has been the driver of this performance over this last 12 years. And it's his leadership that has really gotten us to the point that we are. And I just want to take a minute to recognize Tim as he's turning over the reins. Big shoes to fill.

Some of the key themes in last year and it's really around our 3 platforms, up on the upper left, we had a good example on our Electrical Systems business of collaboration, where our Hubbell -- our BURNDY business had an idea for a customer need, for a smart clamp to measure performance on transmission lines but didn't have all the capabilities within their own business and leveraged across the Hubbell business' capabilities to put together a market-leading product and introduce that. On the right side, we're plugging into global opportunities,

our Power Systems business, what you see is some equipment that is actually on transmission lines in Indonesia. And on the bottom, on our Lighting business, a bright spot in our Lighting business is our residential, which has suffered through some very difficult times over the last 5 years but we started to see a turnaround in that business with double-digit growth. And we expect that to be a bright spot going forward.

So with a history of 125 years, what I've learned is when you're planning for the future, don't lose sight of what got you there. And so we spent some time looking back at what has been the keys to our success. And clearly, one of the keys to our success has been our focus on the critical few items. Plenty of opportunities, how do we make sure that we achieve all of those opportunities?

So we brought the 75 top leaders in the organization together last year -- at the end of last year, to work through what are going to be the keys to success going forward. And what we landed on were things that are not new to us, but again, is really focusing on 4 key areas: Certainly serving our customers, whether those are external or internal customers; operating with discipline, making sure that we're operating as efficiently and effectively as possible, building out on all of our lean activities; growing the enterprise, that's been a hallmark of our history both through product innovation and adding through acquisition; and of course, developing our people. All of those are areas that we are focused on. And you'll hear more about that going forward.

I'll finish with my favorite chart. I've done this in the past, and it highlights the results of all of this activity and the success in performance. And it's really what drives us every day and what the management team and the board is focused on, and that is delivering value to our shareholders. That's been the hallmark of Hubbell. That's certainly been the track record in the past, and I can assure you that, that is -- it's always been one of my areas of focus, and will continue to be my and the management team's area of focus.

So with that, let me turn it back over to Tim.

Timothy H. Powers

It appears that the inspectors have their initial report. Megan?

Megan C. Preneta

Yes, Mr. Chairman, the initial results of the voting are as follows, with the final tabulation to be filed on a Form 8-K within 4 days of this meeting. First, each of the 12 board nominees have been duly elected to the board having received over 95% of that votes cast. Second, the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2013 has been ratified, having received over 99% of the votes cast.

Timothy H. Powers

Thank you. I want to note here that the 93% of the total votes cast is the highest we have ever had recorded. So that's an indication of strong shareholder participation and involvement in the company, and we're very proud to have that happen for this year.

So I think that concludes the formal portion of the meeting. And now, I would like to open up to general questions for the informal portion of the meeting. Do we have any questions?

Question-and-Answer Session

Unknown Attendee

I'm Harvey Hubbell #5. I'd like to thank everybody for being here, and the family asked me to say a few words and I'm here with my aunt Betsy, and some of her grandchildren and about every other mitch mash [ph] that our family has, a whole bunch of us. And I was thinking, well, my uncle Will is in Buenos Aires in the hospital right now, he can't make it to the meeting. Probably one of the first meetings in a long time that he hasn't been here for, and we lost Sam Bunkin [ph] not too long ago. And -- but I don't want to be a downer here. Dad and nan passed away not too long ago, but I got the thinking about all of this. And I got to thinking about that generation and how they witnessed the legend of the inventor, who with his wife, the inventor would scribble out these ideas that he wanted and his wife would go off to the hardware store and get what they needed to build this stuff. And I think about what they saw, what my family's generation, my parents' generation saw, the growth in this company. And not just our family, but our ancestors. I would really like to just thank everybody that's taken it to the next level and worked so hard. So thank you very much on behalf of our family and our ancestors for all you've built. Thank you.

Timothy H. Powers

Thank you for those kind words. Any further questions? Seeing none, I thank you for attending today's meeting and invite you to enjoy a complimentary brunch here at Hubbell's café. Thank you for attending.

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