First Niagara Financial Group (FNFG)
Annual Shareholders Meeting Call
April 24, 2013 10:00 AM ET
Thomas Bowers - Chairman
Gary Crosby - Interim President and CEO
Kristy Berner - SVP and General Counsel
Peter Ninos (ph)
Thomas Pidding (ph)
Lou Sidoni (ph)
Paulo Sorno (ph)
Wayne Nolan (ph)
Jerry Scott (ph)
Roger Hoffman (ph)
Richard Maes (ph)
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Today’s presentation contains forward-looking information for First Niagara Financial Group. Such information constitutes forward-looking statements which involve significant risks and uncertainties. Actual results may differ materially from the results discussed on these forward-looking statements.
Our first speaker will be Mr. Thomas Bowers, Chairman of the Board for First Niagara. I'll now connect you to the meeting which will begin shortly. Please standby. Thank you.
On behalf of the entire board along with our management team, I would like to welcome you to our 2013 annual meeting. I would like introduce a few people before we get started on the business matters today. We have a number of past directors here with us and I’m delighted to see them. We miss them and we sincerely appreciate their continuing interest in the bank. So I’m happy they’re here. (Inaudible) could you please put your hands so we see who you are, thank you very much you three for coming, sincerely appreciated.
We also have someone who I call retired employee. He is a retired very-very senior employee and we’re all of us who are involved with the bank delighted to see him here with us today. He is the grandfather of our outstanding credit quality and he is Gary Burner. Gary Burner, I know you’re there somewhere, thank you Gary, thank you for coming.
We’re delighted once again to host this meeting here in Larkin at Exchange building. It is our corporate headquarters in downtown Buffalo and we welcome those who are joining us by phone. We have some people I think in the joining room and there are others who are on the phones we had a call in number which we provided, so there is a number of unseen people out there on the telephone and we appreciate their coming for the meeting us telephonically.
I would like to a moment just a moment to introduce to your current Board of Members who are in attendance with us today and I asked them to stand when I call their name. We will start with Tom Baker, Roxanne Coady, Carl Florio, Carlton Highsmith, George Philip, Peter Robinson and Nat Woodson. Thank you all I would also like to recognize Tony Jones and Barbara Jeremiah who as we previously announced have informed us that they will not stand for re-election due to retirement and other commitments we thank Tony and Barbara for their service and friendship.
And now on to the meeting, our agenda today is as follows first we will conduct the business portion of our agenda which includes voting on three proposals. You will complete the voting and I will offer my perspectives. Then I will introduce you to our Interim President and CEO Gary Crosby. Gary would be giving his view and how we have positioned ourselves to deliver real value from the company we have built these past few years.
Following Gary’s comments we will open the floor to questions from those shareholders who are present and after the questions and answer period we will provide a final report on all shareholder proposals and then we will conclude the official business portion of our agenda.
So let me get started with the business portion of our meeting. The company has appointed Christine Sundberg of Broadridge Financial Solutions to serve as the Inspector of Elections at this meeting and to count and examine all ballots. The inspectors report will be attached to the minutes of the meeting. The corporate secretary has delivered to the inspector a list of all shareholders of the company entitled to vote at this meeting arranged in alphabetical order as of the close of business on March 1, 2013, the record date for voting. The corporate secretary informs me that the records of the company that there are 352,567,905 shares outstanding and entitled to be voting of which 176,283,953 shares represent a majority.
The corporate secretary also informs me that a quorum is present. We had previously received confirmation that either a notice of Internet availability of proxy materials or a notice of annual meeting, a proxy statement and Form 10-K were mailed on or above March 14, 2013 to each shareholder of record entitled to vote. A supplement to the proxy statement was also mailed to investors on or about March 20, 2013. A copy of the affidavit of distribution will be attached to the minutes of this meeting.
The corporate secretary informs me that more than a majority of the total outstanding shares entitled to be voted are present either in person or by proxy. The inspectors are making an exact count and will submit a formal report on the number of shares present or represented at the conclusion of the meeting and on the basis of the foregoing the Chair find this meeting have been properly convened.