LSI Corp. (NASDAQ:LSI-OLD)
May 09, 2013 12:00 pm ET
Jean F. Rankin - Executive Vice President, General Counsel and Secretary
Gregorio Reyes - Non Executive Chairman
Abhijit Y. Talwalkar - Chief Executive Officer, President and Director
Jean F. Rankin
Good morning, and welcome to LSI Corporation’s 2013 Annual Meeting of Stockholders. I am Jean Rankin, Executive Vice President, General Counsel and Secretary of LSI.
Before we begin the formal meeting, we ask that you turn off all phones, pagers and other electronic devices. We are holding this meeting to consider and vote on 5 proposals: the election of directors, the ratification of the audit committee selection of our independent auditors, an advisory proposal to approve our executive compensation and 2 stock plan proposals. We have provided you with an agenda, which outlines the order of business for today’s meeting, as well as the meeting rules. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules. These rules will be filed with the minutes of today’s meeting.
I have by proof of affidavit from Broadridge Financial Solutions, stating that notice of this meeting has been properly given to stockholders of record on the record date. IVS Associates is the inspector of election and has signed an oath of office. The affidavit of mailing and the oath of inspection of elector -- inspector of election will be filed with the minutes of this meeting. We have present, in person or by proxy, a sufficient number of shares that constitute a quorum, so the meeting is duly constituted.
Now let me summarize the agenda for the meeting this morning. First, Greg Reyes, the Chairman of the Board of Directors, will introduce the other members of the Board of Directors. Next, before we close the polls, we will vote on the items of business that are described in the proxy statement. Afterwards, the polls will be closed.
While the results of the votes are being tabulated, our CEO, Abhi Talwalkar, will make a few remarks. Afterwards, I will announce the preliminary results of the vote. When the formal business of the meeting is completed, we will be happy to respond to questions. I would like to call your attention to the Safe Harbor statement displayed on the screen behind me.
At this time, it’s my pleasure to introduce Greg Reyes, who will serve as Chairman of the meeting.
Good morning, everyone. Before we proceed with voting, I would like to introduce the other members of the company’s Board of Directors here with us today. We are in the middle of it today, board meeting.
Please stand as I call your name. First is Charles Haggerty, retired Chairman and Chief Executive of Western Digital Corporation. Rick Hill, Interim CEO of Tessera Technologies and former Chairman and Chief Executive Officer of Novellus Systems. John Miner, retired President of Intel Capital, a venture capitalist and Managing Director of Pivotal Systems. Mr. Miner is Chair of the Compensation Committee. Arun Netravali, Managing Partner of OmniCapital Group. Charles Pope, retired Chief Financial Officer of Seagate Technology. Michael Strachan, retired Ernst & Young partner. Mr. Strachan is Chair of the Audit Committee. Susan Whitney, retired General Manager of IBM System. Ms. Whitney is Chairman of the Nominating Committee and Corporate Governance Committee. And finally, Abhi Talwalkar, who is our President and CEO. I am a management consultant, and I was the Chairman and Chief Executive Officer of Sunward Technologies.
Next, I would like to introduce Mike McLaughlin, a partner of Pricewaterhouse, our independent auditors. Mr. McLaughlin will be available after the meeting to answer any questions that you may have.
Jean, take it away.
Jean F. Rankin
Thank you, Greg. Turning to the voting, we will vote by ballot. With respect to each matter to be voted on at this meeting, as of 9 a.m. today, the polls are open. Later, I will announce when the polls will close, after which, no additional votes or proxies or changes or revocations will be accepted. The matters to be voted on today are set forth in the proxy statement.
Proposal 1 is to elect the slate of individuals named in the proxy statement to act as Directors of the company for the ensuing year or until their successors are elected. Proposal 2 is to ratify the selection of PricewaterhouseCoopers LLP as the company’s independent auditors for 2013. Proposal 3 is an advisory vote to approve our executive compensation. Proposal 4 is to approve our amended 2003 equity incentive plan. Proposal 5 is to approve our amended employee stock purchase plan. Does anyone have questions or comments about the proposals on which we are voting?
If you have turned in a proxy and do not intend to change your vote, then it’s not necessary that you vote now. If you did not turn in a proxy or you wish to change your vote, please raise your hand and we'll distribute a ballot for your use. If you hold a proxy to vote shares beneficially owned by someone else, you should give the proxy signed by that person and the ballot to one of the ushers. Please note that if you own shares through a brokerage firm, you may vote now only if the firm has given you a proxy.
This concludes the formal part of the meeting. The polls are now close. Abhi will now make a few remarks.
Abhijit Y. Talwalkar
All right. Thank you, everyone. Thank you for joining us at our Annual Shareholders Meeting. We've provided a brief presentation that was an update of the company on our website. So please take your time to review that.
Let me just offer a few comments around the company. It's clearly an undeniable fact that the global society is generating tremendous amounts of data and traffic. LSI, over an aggressive repositioning in the last 5 years, has really positioned itself at the heart of this sort of trend that's taking place, our core competencies around storing, moving, protecting, accelerating data, shaping that data as well and increasingly sharing that data. The positioning of the company and the pipeline that we've built of products and customer engagement has led to pretty significant growth in the last 3 years, the company average -- average growth, about 17% a year, well above the industry. Last year alone, the company grew 22% as the industry was generally flat, in terms of overall growth. The top line performance has led to very solid operating performance as well. Last year, the company delivered 17% operating income, up from 13% roughly the prior year. Gross margins are nearly at an all-time high as well.
Obviously, the industry is going through a very tough time right now in terms of tech [ph] industry, given the economic environment of the second half filling into the first half as well. But the industry has crossed from our perspective and our prospects relative to the markets and positions we have are very bright, and we believe that the company is positioned to return to healthy, double-digit growth as we go forward. Thank you.
Jean F. Rankin
Thanks, Abhi. We have completed a preliminary count of the votes. Each of the nominees has been elected to the board. The selection of PricewaterhouseCoopers LLP as LSI’s independent auditors for 2013 has been ratified. Stockholders have approved our executive compensation. Our amended 2003 equity incentive plan has been approved. Our amended employee stock purchase plan has been approved. We will post the final voting results on our Annual Meeting website, lsiproxy.com, and we'll also file them with the Securities and Exchange Commission on a Form 8-K in the next few days. Greg?
Thank you, Jean. The 2013 Annual Meeting of Stockholders of LSI Corporation stands adjourned. We will now take any questions that anyone may have. And we will allow each person who would like to ask a question to speak for up to 2 minutes, and I ask that each of you respect that limit. Any questions from the audience? Jean, back to you. Thank you.
Jean F. Rankin
Thanks for attending.
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