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ICG Group Inc. (ICGE)

2013 Annual Stockholders' Meeting - (Transcript)

June 21, 2013 10:00 AM ET


Walter Buckley - Chairman and CEO

Suzanne Niemeyer - General Counsel and Secretary



Walter Buckley

Good morning, ladies and gentlemen, I'm Walter Buckley, Chairman and CEO of ICG and it's my pleasure to welcome all of you to 2013 Annual Stockholders' Meeting. And I'd like to thank each of you for being here this morning, before getting on to the business of the meeting I'd like to make some introductions.

First, I'd like to review the Director nominees, [Thom] Decker, Tom Gerrity, and Peter Miller and introduce other Board members who are here today, Dave Adelman, David Downes, and Mike Hagan and myself. In addition, I'd like to introduce some members of the ICG management team, Doug Alexander, President of the ICG; Chief Financial Officer and Managing Director, Kirk Morgan; General Counsel and Secretary, Suzanne Niemeyer; Managing Director and Head of Investor Relations, Karen Greene, and Managing Director Vince Menichelli and John Loftus.

You will hear from this morning, I will talk about ICG, the opportunities we see going forward, our 2012 and first quarter 2013 highlights. And with that I'll turn the floor to Suzanne Niemeyer, who will conduct the business of today's Shareholder Meeting.

Suzanne Niemeyer

Good morning, ladies and gentlemen, I'm Suzanne Niemeyer, secretary of ICG. It's my pleasure to call for order the formal portion of this Annual Meeting of Stockholders. This morning you are given an agenda for the meeting, near the end of the meeting you'll have an opportunity to ask questions, please hold your questions until that time unless you have a specific question about an item being voted on.

Before proceeding to the business of the meeting I'd like to make some introductions. First I'd like to introduce [Dave Grade and Tom Angor] of KPMG, the Company's Independent Registered Public Accountant. If you have a question that should be addressed by KPMG, they'll be happy to respond.

Also we will be assisted today with tabulation of proxies and ballots by [Jane Ludlow] an agent of Broadridge Investor Communication Services, the Company's inspector of elections. In accordance with the SEC's rules and regulations on or about May 3, ICG's proxy statements and related proxy materials were made available on the internet and ICG's stockholders' of record as of the close of business on April 26, 2013 were mailed a notice regarding the availability of proxy material.

A list of stockholders is available at this meeting, all documents concerning the call and notice of the meeting will be filed with the records of the meeting. Approximately, 91% of the Company's outstanding common stock is present in person or by proxy today. As a result I hereby declare that a quorum is present at the meeting. It is now 10:03 and the polls are open for voting and we'll close upon voting for the fourth proposal.

I'd like to thank all the stockholders who voted by proxy. While we urge stockholders to allow their proxies to stand, if you need a ballot to use at this meeting, and have not already received one, please raise your hand. As a preliminary matter I'd like to advice you that during the course of this meeting statements that are not historical facts are forward-looking statements, that involve certain risks and uncertainties including but not limited to risks associated with the effective economic conditions generally, capital spending by our company's customers. Our company's ability to compete successfully against the respective competitors, our company's ability to timely and effectively respond to technological developments our ability to have continued access to capital and to deploy capital effectively and on acceptable terms. Our ability to maximize value in connection with divestitures, our ability to retain key personnel, and other risks and uncertainties detailed in ICG's filings with the SEC. These and other factors may cause actual results to differ materially from those projected.

During this meeting we'll also be providing information on certain non-GAAP financial measures, for additional information on these non-GAAP financial measures, including a reconciliation of these measures to most comparable GAAP measures, please refer to our website at This information is included on to the events and presentation tab in the investor section of our website.

The first matter to be acted on by the stockholders is the election of three Class III Directors to serve into the 2016 Annual Meeting or until their respective successors are elected and qualified. The three Class II nominees are [Tad] Decker, Tom Gerrity, and Peter Miller. And there are no other nominations.

Are there any questions of discussions on these nominations? Those stockholders voting in present should mark the ballot with respect to item one now. After voting has been completed on all matters on the agenda the ballot will be collected and counted.

The second matter being submitted to stockholders for action is the ratification of the appointment of KPMG as our Independent Registered Public Accountant to audit the financial statements of the company for the 2013 fiscal year. Are there any questions or discussions on this appointment? Those stockholders voting in present should mark the ballot with respect to item two now.

The third matter being submitted to stockholders for action is the approval of amendment in the statement of ICG's Third Amended and Restated 2005 Omnibus Equity Compensation Plan. Are there any questions or discussion on this vote? Those stockholders voting in person should mark the ballot with respect to item three now.

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