State Auto Financial's CEO Hosts 2012 Annual Stockholders Meeting Conference (Transcript)

State Auto Financial (STFC)

Shareholder Analyst Conference Call

May 4, 2012 10:00 pm ET


Robert P. Restrepo – Chairman and Chief Executive Officer

James A. Yano – Vice President, Secretary and General Counsel

Julie Williams – Personal Lines Sales Specialist


Robert P. Restrepo

Good morning. The 21st Annual Meeting of the Shareholders of State Auto Financial Corporation will now come to order. My name is Bob Restrepo, Chairman and CEO and President of State Auto Financial Corporation. And I would like to welcome all our shareholders, employees, agents and other guests as well as those joining us on the World Wide Web. Those of you attending via the internet have the ability to advance the slides we’ll be using today. I will try to pop you periodically, so you can stay with us.

First of all, I’d like to introduce the members of your Board of Directors. I’ll introduce them to you by company and as that you hold your recognition to all our standing. From State Auto Financial Corporation, STFC, we have Bob Baker; Dave D'Antoni; Eileen Mallesch; Tom Markert; David Meuse; Elaine Roberts; Sandy Trevor; and Paul Williams. Thank you for all you do.

Also joining us from the Board of Directors of State Auto Mutual, are Dennis Blank; Alison Coolbrith; Michael Fiorile; Jim Kunk; Paul Otte; Marsha Ryan; Kenan Schultheis; Ed Simcox; Dwight Smith; and Roger Sugarman. Thank you too for everything. You’re welcome.

The order of business at this morning’s meeting will be as follows. First, we’ll cover the procedural matters required to conduct the meeting. Next, we’ll consider and act upon the matters set forth in the company’s proxy solicitation materials distributed to shareholders in connection with the Annual Meeting. And finally, we’ll present a report on the company’s operations for 2011.

I would like to ask our Secretary and General Counsel, Jay Yano to report on procedural requirements for the meeting.

James A. Yano

Thanks Bob. A complete list of our shareholders of record for State Auto Financial Corporation who are entitled to vote at this meeting, there is a range in the alphabetic order noting the address and number and class of shares held by each sub-shareholder that’s available and subject to inspection, it’s in the hands of Julie William, Win Logan our Inspectors of election are located to my right against the wall over there.

Now we give the notice of the annual meeting of shareholders, a proxy statement and the former proxy was commenced on April 3, 2012, the shareholders of record of STFC, at the close of business on March 9, 2012. I received an after date of the mailing from Broadridge Financial Solutions confirming the fact.

As I stated before the directors have appointed, Win Logan of the company and [Julie], with the law firm at Baker Hostetler as our inspectors of election. They are responsible for the following.

Determining the number of shares outstanding, the voting rates with respect to each such share, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of any proxies that have been delivered. They will receive votes, ballots, consents and waivers, in hear and determine all the challenges and questions arising in connection with the vote. They count and tabulate all votes, consents, waivers and releases, they determine to announce the results and do such other acts are proper to conduct the election and vote with fairness to all shareholders.

I will receive the report from Julie and Win which states that the inspectors have determined that as of March 9, 2012 the record date for this meeting, that the company has issued and has outstanding 40,376,941 common shares of which 39,114,835 shares or 96.87% of the outstanding common shares are represented at this meeting in person and by proxy. Accordingly, I declare whether a quorum is present to conduct business at this meeting.

Robert P. Restrepo

Thank you, Jay. This morning, we’ll be voting by ballot on the matters described in detail on the proxy statement. Proxies will vote in accordance with instructions on the proxy forms. All shareholders should file the proxy forms with the inspectors of election to facilitate the tabulation of votes, unless they wish to vote separately by ballot.

The first order of business is the election of the directors of the company, we’ll be voting on the election of three, Class III Directors. I’ll now direct the meeting. I’ll now declare the meeting open to receive nominations. I will ask Jay Yano to present the formal resolution nominating the individuals recommended for the Nominating and Governance Committee of the company’s Board of Directors.

James A. Yano

Result, that the following individuals are hereby nominated for the elections Class III Directors of the company, each to hold office for a three year term and until a successor is elected and qualified. Eileen A. Mallesch, Robert P. Restrepo Jr., and Paul S. Williams.

Robert P. Restrepo

Are there any other nominations people would like to propose? Saying and hearing none, I declare the nomination is closed and the poll is open for voting. Ms. Woolley will provide you with a ballot, if you wish to vote in person, however any shareholder who has already voted by a proxy need not to vote again, need not vote again. Is there anyone who has not voted, or wishes to ballot? I hereby declare the poll closed, will the inspectors of election please announce our results.

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