Fastenal's CEO Hosts Annual Meeting Of Shareholders (Transcript)

Fastenal Company (FAST)

Annual Meeting of Shareholders

April 17, 2012 11:00 am ET

Executives

Robert A. Kierlin - Founder and Executive Chairman

Willard D. Oberton - Chief Executive Officer, President and Executive Director

Todd Rachow -

Ken Nance -

Presentation

Robert A. Kierlin

Welcome, everybody. Welcome to our new facility here. 25 years ago, we started out in the lunchroom. Then we moved to the truck bays. Now we're in the warehouse. Next year, it's either up on the roof or out by the barbecue tent. We're going to do things a little bit differently. I'm going to come down to Monsignor Habiger for the invocation. Monsignor has been with us since 1987 and always has done a great job with the invocation. It always seems to have helped with the stock price for the year. So, once again, I'll turn this over to Monsignor Habiger.

James Habiger

It's good for me to be here. In fact, at my age, it's good to be anywhere. Good morning, God. You reveal yourself to us in your creation. For this, we are grateful. We thank you for mother earth and our atmosphere. We thank you for our mountains and our meadows. We thank you for the forests and fields, for our oceans, lakes and rivers, and all the creatures therein. Help us to respect these sacraments of your presence and to use them for our needs with reverence and restraint. Grant that carelessness and greed may stop defacing your creation. Help us, creator of all the world and lover of each of us, to realize the beauty with which you surround us, the colors, the shades, the lights, the shadows, the shapes, the patterns, all the dazzling array of enchantments of the eye and ear, to which we imitate to a little intent. Help us to realize, endeavor not having [indiscernible] That we, men and women, are the crown of this beauty, His wonder. Male and female, He created us, in His image and likeness. We are grateful [indiscernible]. He didn't ask you why this [indiscernible]. All this through Jesus Christ. [indiscernible]. It would be nice to hear a rousing amen.

Robert A. Kierlin

The board had this meeting this afternoon to hasten a resolution, which I'll read to you, whereas Monsignor James D. Habiger, Father Jim, who's been a friend, order and spiritual adviser to the founder of this for over 50 years, whereas Father Jim has endured himself with all the members of the board and the rest of the shareholders of the company [indiscernible] that James D. Habiger hereby elect [indiscernible]. And we wanted to give Father Jim something special. And I think we all know sometimes when a nut comes off your toaster or your alarm clock, it's always nice to have a spare on hand. So we have [indiscernible] for Father Jim here.

The Annual Meeting of 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 the meeting, and I will act as Chairman. Also present, please stand, are Michael M. Gostomski; Willard D. Oberton; Michael J. Dolan; Reyne K. Wisecup; Michael J. Ancius; Scott A. Satterlee, who are Directors of the company; and Hugh L. Miller, Director of the company, who's currently in China, and he's viewing this meeting via webcast. Hello, Hugh.

I would first like to welcome all of you to this annual meeting. And next, I'll report on the number of shares present at this meeting, conduct the voting and results to be considered at this meeting. I'll report to you on the company's [indiscernible].

The record date for the determination of the holders of the company's common stock entitled to those -- to receive notice of and to vote at this meeting was fixed by the Board of Directors at February 22, 2012. And over here, I present to the meeting a certified list of shareholders of the company issued an outstanding common stock as of the close of business on the record date. The list will be kept open and subject to the inspection of all shareholders during this meeting.

I also present to the meeting an affidavit of the Manager of Broadridge Finance Solutions, that's over here, attesting that the Notice of Meeting together with the proxy statement, proxy card and certain other documents are mailed on or about March 2, 2012 to each holder of record of the company's common stock as of the close of the business on the record date. The affidavit of mailing of the notice of this meeting will be attached to the minutes of this meeting as Exhibit A. The certified list of the holders of the company's common stock will be filed with the books and records of the company.

As of the close of business on the record date, there were outstanding and entitled to vote at this meeting 295,323,074 shares of common stock. And each share of the common stock is entitled to one vote. For a quorum to be present, the majority of the 295,323,074 votes entitled to be cast must be present in person or as a proxy at this meeting. And on a preliminary count, they are represented at the meeting either in person or by proxy as majority of the votes entitled to be cast at the meeting. Therefore, a quorum is present for the transaction of business.

Anybody here present who has not submitted a proxy or registration form? Thank you. A record of the proxy is 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.

Tina Abrams [ph] and Kimberly McCrate [ph], which again, for this year, are hereby appointed to act as the inspectors of election with respect to all matters to be voted upon at the meeting or any adjournment thereof. The [indiscernible] of the inspectors of election will be administered and will be attached to the minutes of this meeting as Exhibit B, we hereby make available to the inspectors of election the list of shareholders, the registration forms and a record of all proxies submitted to this meeting. Copies of the minutes of the last annual meeting of the company held on April 19, 2011, are available at the right side of the room. We will therefore dispense with the reading of the minutes of that meeting.

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