Fastenal Company (FAST)

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Fastenal Company (FAST)

April 16, 2013 11:00 am ET


Robert A. Kierlin - Founder and Executive Chairman

Willard D. Oberton - Chief Executive Officer and Executive Director

LeLand J. Hein - President

Walter Tate


Robert A. Kierlin

We'll begin. As most of you know, this last year, we lost our unofficial chaplain for the last 24 years, Monsignor Jim Habiger. I suspect that after 24 years of praying for the welfare of Fastenal and our shareholders, he probably now has more of a direct line to be able to do the same. We have a very worthy replacement to give the invocation today. They're Michael Cronin, who bought shares in Fastenal about a year ago when he was here in Winona. He's currently a Parochial Vicar at Sacred Heart Parish in Owatonna, Minnesota. I'd like to welcome Father Cronin to the podium.

Michael J. Cronin

Good morning. I'm not so used to this corporate world because I work for the church, and so I'm going to take an opportunity before the prayer to do 2 short things. Back in February, Bob wrote me an e-mail and said, "Father Cronin, the Fastenal Annual Shareholder Meeting will be 10:00 on Tuesday, April 16. We would be honored to have you give the invocation at the start of the meeting. You would be filling the big shoes of Monsignor Habiger, who did this for 25 years. I hope you can make it. We serve a barbecued chicken lunch after the meeting and Bloedow's cookies before the meeting." And apparently, that's why that section of the building got seated first, because it's closest to the lunch. I e-mailed him back and said, "Bob, I would love to. I just put it on my calendar, and I still have my 5 shares." And then he responded back, as only corporate e-mailers can do, "Okay, you're on. Remember that the stock's success in the following year correlates with the quality of the invocation." I do want to remember and dedicate this prayer today to the life of Monsignor Jim Habiger, who was such a great friend of this whole community. And I also want to just take a moment now, if you could just stand just for a moment of quiet silence for the people of Boston.


Robert A. Kierlin

This annual meeting of the shareholders of Fastenal Company is now convened. I am Robert A. Kierlin, Chairman of the Board of the company. Stephen M. Slaggie will act as Secretary of this meeting and I will act as Chairman. Also present are Michael M. Gostomski, Willard D. Oberton, Michael J. Dolan, Reyne K. Wisecup, Hugh L. Miller, Michael J. Ancius, Scott A. Satterlee, Rita J. Heise and Darren R. Jackson, who are Directors of the company.

I'd like to first welcome all of you to this annual meeting of shareholders. And next, I will record on the number of shares present at this meeting, and conducting -- and I will conduct the voting on the proposals to be considered at this meeting. And following the vote, our Chief Executive Officer, Will Oberton, will report to you on the company.

The record date for the determination of the holders of the company's common stock entitled to receive notice and to vote at this meeting was fixed by the Board of Directors as February 22, 2013.

I present to the meeting, at the back of the room, by the receptionist, a certified list of the holders of shares of the company's issued and outstanding common stock as of the close of business on the record date. The list will be kept open, subject to the inspection of any shareholder during the meeting. And also, on the back, by the receptionist, I will present to the meeting an affidavit of a manager of Broadridge Financial Solutions Incorporated, attesting that a notice of meeting, together with a proxy statement, proxy card and certain other documents, were mailed on or about March 7, 2013 to each holder of record of the company's common stock at the close of business on the record date.

The affidavit of mailing of the Notice of the Meeting will be attached to the minutes of this meeting as Exhibit A. The certified list of holders of the company's common stock will be filed with the books and records of the company. At the close of business on the record date, there were, outstanding and entitled to vote at this meeting, 296,662,531 shares of common stock. Each share of common stock is entitled to 1 vote. Regardless of how many shares and votes you have, though, you'll probably will only be getting 1 piece of chicken at the barbecue.

For a quorum to be present, a majority of the 296,662,531 votes entitled to be cast must be present in person or proxy at this meeting. And on a preliminary count, there are, represented at the meeting, either in person or by proxy, a majority of the votes entitled to be cast at the meeting. Therefore, a quorum is present for the transaction of business. Is there anyone present who has not submitted a proxy or registration form?

All right. Jan -- let's see. A record of the proxy submitted to the meeting and the ballots of the individuals appointed as proxies and of the shareholders voting in person at the meeting will be filed with the books and records of the company. And Jan de Gale [ph] is hereby appointed to act as the inspector of election with respect to all matters to be voted upon at the meeting or any adjournment thereof. The oath of the inspector of election will be administered and will be attached to the minutes of this meeting as Exhibit B. We therefore -- or hereby make available to the inspector of election the list of shareholders, registration forms and a record of all proxies submitted at the meeting. And copies of the minutes of the last annual meeting of the company, held on April 17, 2012, are available at the registration desk. We will therefore dispense with the reading of the minutes of that meeting.

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