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Annual General Meeting · 2025-07-02
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Good morning, and welcome to American Superconductor Corporation 2026 Annual Meeting of Stockholders. I am Daniel Patrick McCann, Chairman, President and Chief Executive Officer of ASC. We are excited to welcome our stockholders to our annual meeting. As is our custom, we will conduct the business portion of our meeting first, and then answer questions at the end of the meeting. Though we may not be able to answer every question, we'll do our best to provide a response to as many as possible. It is now shortly after 1030 a.m. Eastern Time on July 31st, 2026, and this meeting is officially a call to order. And now I'd like to introduce the other members of AMSC's Board of Directors. Laura A. Dambier has been President of Insurance Capital Consult LLC, a Connecticut limited liability company, an expert witness and consulting firm specializing in insurance operations since July 2022. Ms. Dambier also has served as an independent consultant since January 2017. From January 1997 to April 2015, she worked at Lincoln Financial Group, which operates multiple insurance and investment management businesses through subsidiary companies, where she held a series of positions of increasing responsibility, culminating as Senior Vice President, Partner Solutions for Life Claims and Distribution, and a member of the firm's corporate leadership group. Ms. Dambier has been a director since June 2022. to. Terrence R. Donnelly has been an independent consultant since January 2024. From June 1983 to December 2023, he worked at Commonwealth Edison Company and Pico Energy Company, both units of Chicago-based Exelon Corporation. ComEd runs one of the largest power grids in the nation and employs more than 6,000 people and delivers electricity to over 4 million residential and business customers across northern Illinois, including the city of Chicago. And PECO serves more than 1.7 million electric and 545,000 natural gas customers in southeastern Pennsylvania. At ComEd and PECO, Mr. Donnelly held a series of positions of increasing responsibility and covering a broad range of functions, culminating as ComEd's President and Chief Operating Officer, in which role he served from May 2018 until December 2023. Mr. Donnelly has been a director since May 2025. Arthur H. House has been a partner at Cybersecurity Risk Associates, LLC, a Connecticut limited liability company that advises clients on improving their cybersecurity, compliance, and privacy programs since May 2022, and an adjunct professor at the University of Connecticut since March 2020. Mr. House previously served as a cybersecurity policy advisor to the Secretary of State of the State of Connecticut from April 2020 to December 2020, and as Chief Cybersecurity Risk Officer for the State of Connecticut from October 2016 to October 2019. Before that, Mr. House was Chairman of the Connecticut Public Utilities Regulatory Authority. Mr. House has been a director since September 2016. Margaret D. Klein has been a professor of ethical leadership at the Naval War College since June 2017. From June 2017 to December 2022, she served as dean of the College of Leadership and Ethics at the Naval War College. From 1981 to 2017, Ms. Klein served in the United States Navy and held the rank of Rear Admiral at the time of her retirement. Ms. Klein has been a director since June 2022. Barbara G. Littlefield has been Chairwoman and Lead Operating Director at Resilient Infrastructure Group, a developer of a renewable natural gas project since February 2021, where she leads the audit and compensation committees. From January 2024 until September 2025, Ms. Littlefield served as Interim Chief Executive Officer of Resilient. Ms. Littlefield has been an operating director of Excess Renewables, a leading U.S. developer of solar, wind, and battery storage projects since September 2023, where she leads the Asset Management Committee and sits on the Finance Committee. From August 2014 until May 2020, Ms. Littlefield served as Chief Financial Officer of Poseidon Water LLC, a leading developer of water infrastructure projects in North America. Ms. Littlefield has been a director since May 2019. David R. Oliver, Jr. is currently an independent consultant. Before that, he served as a strategic advisor, mergers and acquisitions, for European Aeronautic Defense and Space Company North America, EADSNA, a large European aerospace corporation. Mr. Oliver has been a director since 2006. Now I'd like to introduce members of AMSE's management team at today's meeting. John Kasiba, AMSC's Senior Vice President, Chief Financial Officer, and Treasurer. Mr. Kasiba joined AMSC in June 2010. And John Samia, Senior Vice President, General Counsel, and Corporate Secretary. Mr. Samia joined AMSC in April of 2008. We're also joined at today's meeting by Megan Switzer of RSM US LLP, AMSC's independent registered public accounting firm. And finally, Francis G. Aaron of Broadridge Financial Solutions, Inc. has been appointed to act as inspector of election. The polls open today, July 31, 2026, at 10.30 a.m. Eastern Time for voting on all matters before the meeting. I'll now ask our Senior Vice President, General Counsel, and Corporate Secretary, John Samia, to conduct the formal part of this annual meeting. Once all of the votes are taken, we will adjourn the formal part of this annual meeting. I will then answer questions.
Thank you, Daniel, and good morning. As indicated in the Notice of Annual Meeting of Stockholders in accompanying proxy statement, statement, which was filed with the SEC on June 18, 2026, we are here today to consider and vote upon the matters described in the proxy statement. We will consider each item in turn in the same order that they appear in the notice of meeting. If you have not already voted or wish to change your vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. No votes, proxies, or revocations of, or changes to votes or proxies will be accepted after the polls are closed. We will announce the results of the voting on each proposal being presented for stockholder approval near the end of this meeting, immediately following the tabulation of the voting. I have received an affidavit from Broadridge Financial Solutions, Inc., certifying that Broadridge processed and distributed the notice of the meeting to AMSC stockholders of record as of the close of business on June 4, 2026, as shown on the books of AMSC, according to AMSC's transfer agent, Equinity Trust Company, LLC, and AMSC's 401k provider, Fidelity Workplace Services. Ms. Abbott David will be filed with the minutes of the meeting. Our Inspector of Election, Mr. Aaron, will sign the customary oath of office to execute his duties with strict impartiality. He will file this oath with the records of the meeting. I also have been informed that there are representatives at this meeting, a majority of the shares of common stock entitled to vote. I hereby declare that a quorum exists. We will now consider each matter being submitted for stockholder approval. The company recommends that the stockholders vote for the election of all nominees for director and for the second and third proposals. First matter to be voted on by the stockholders is the election of Laura A. Dombier, Terrence R. Donnelly, Arthur H. House, Margaret D. Klein, Barbara G. Littlefield, Daniel P. McGann, and David R. Oliver Jr. as directors of AMSC for a term of office expiring at the 2027 Annual Meeting of Stockholders. The next matter to be voted on by the stockholders is the ratification of the appointment by the Audit Committee of the Board of Directors of RSN U.S. LLP as AMSC's independent registered public accounting firm for the fiscal year ending March 31, 2027. The next and final matter to be voted on by the stockholders is the approval on an advisory basis of the compensation of AMSC's named executive officers. This concludes the business items on the agenda for this meeting. We will pause now for approximately 30 seconds before closing the voting polls.
The time is now 1041 a.m.
Eastern Time on July 31, 2026, and the polls are now closed. We're voting on all matters being considered at this meeting. We have the preliminary report of the results of the meeting, which are as follows. The seven nominees named in the proxy statement have been elected as directors for a term of office expiring at the 2027 annual meeting of stockholders. The appointment of RSM US LLP as the company's independent registered public accounting firm has been ratified, and the stockholders have approved, on an advisory basis, the compensation of AMSC's named executive offices. We will include in the minutes of this meeting and in a current report on Form 8K to be filed within four business days the precise number of shares voted for, against, withheld, or abstaining as applicable on each proposal. As there is no further business to come before the meeting, I declare this meeting adjourned. Thank you for attention. We'll now be happy to answer any questions submitted during the annual meeting in accordance with the annual meeting's rules of conduct and procedures that are pertinent to AMSC and the meeting matters as time permits. First, Mr. Samia will describe procedures for the question and answer period.
Thanks, Daniel. During the question and answer period, only appropriate questions that adhere to the parameters outlined in the Rules of Conduct and Procedures will be addressed. In order to promote fairness, efficient use of time, and in order to ensure all stockholders are responded to, we will respond to up to two questions, each up to a maximum of 1,000 and characters from a single stockholder. We will do our best to address any questions that we do not get to answer today during our next quarterly earnings call. Please note that various remarks that we may make during this Q&A session about future expectations, plans, and prospects for American Superconductor Corporation constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the risk factors section of our most recent quarterly or annual report filed with the Securities and Exchange Commission. In addition, these forward-looking statements represent our expectations only as of today. While we anticipate that subsequent events and developments may cause our views to change, we specifically disclaim any obligation to update these forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to today. I want to point out that this meeting is not a valid forum for public disclosure and therefore the statements that we make, including in response to your questions, are not considered valid public disclosure for purposes of regulation FD. Please bear that in mind if we are unable to address certain questions you may wish to ask. Daniel?
Fiscal 2025 was a transformational year for AMSC. We delivered strong growth, expanded profitability, increased our product portfolio, and broadened our market reach internationally. The year reflected the strength of our business and our ability to scale. We enter fiscal 2026 with momentum, a large platform, and being well-positioned to continue building long-term value. Today, AMSC serves a broader set of markets, geographies, and customer applications than at any point in our history. Full fiscal year revenue rose more than 30% and reached nearly $300 million, a new record During the fiscal year, three of our four quarters set new quarterly revenue records. These results were driven by strong organic revenue growth of 25% across our business, supported by broad demand in our end markets. Late in the calendar year, we completed the acquisition of Chemtrafo, which significantly expands our transformer portfolio and strengthens our utility position in Brazil and across Latin America and contributed to our fourth quarter results, positioning the company for expanded market reach in the years ahead. Our revenue was diversified across key sectors. During fiscal 2025, traditional energy and renewable energy together represented over half of our sales, with the remaining balance supported by utility, materials, military, and other industrial markets. This mix reflects the increasing relevance of our solutions across critical infrastructure and energy-intensive industries. Gross margin came in above 30% for the fiscal year, demonstrating the operating leverage we've built into the business as revenue has scaled. We also strengthened our cash position while completing the acquisition and ended the fiscal year with more than $145 million in cash. We are seeing continued momentum in traditional energy, utility infrastructure, semiconductors, and material programs. Looking ahead, we believe our company is well positioned. We have built a stronger and more diversified business with increasing exposure to sectors benefiting from long-term investment. Today, we are growing, profitable, and operating at a significantly larger scale. None of this progress would be possible without the commitment of our employees, the trust of our customers, and the support of our shareholders. On behalf of the leadership team, thank you for your confidence in AMSC. We are excited about the opportunities ahead and remain focused on our goal of delivering long-term value as we continue powering progress. There have been no questions submitted today in accordance with the Annual Meeting's Rules of Conduct and Procedures. This completes the Q&A portion of the meeting. Thank you all for joining us today. Goodbye.
This concludes today's Annual Meeting. You may now disconnect.