Acacia Research Corporation (ACTG) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Acacia Research Corporation. Our host for today's call is Clifford Press, Chief Executive Officer. [Operator Instructions] I will now turn the call over to your host, Mr. Press. You may begin, sir.

Thank you. Good afternoon. My name is Clifford Press, and I'm the Chief Executive Officer of Acacia Research Corporation. On behalf of the company, I welcome you and thank you for attending this annual meeting of shareholders -- stockholders. We are excited to be hosting this annual meeting virtually, allowing our stockholders around the world to attend and listen to the annual meeting live, submit questions and vote their shares electronically. We believe that the virtual format also assists in protecting the health and well-being of our stockholders and employees during the COVID pandemic. We will now come to order for the 2020 Annual Meeting of Stockholders of Acacia Research Corporation. I will preside as Chairman of the stockholders meeting, and I hereby appoint Jennifer Graft as secretary of the meeting. Before proceeding with the business of the meeting, I would like to introduce you to the directors of the company who are with us today virtually. Maureen O’Connell, Jon Sagal, Katharine Wolanyk, Al Tobia and myself. Isaac Kohlberg is unable to attend this meeting. Our inspector of elections is also in attendance as well as a representative from our independent public accounting firm, Grant Thornton LLP. In order to ensure that the business of the meeting proceeds in an orderly fashion, the meeting will follow the agenda which you should be able to see on your screen. The rules of conduct for the meeting are also available for you to view. We will be adhering to those rules. If you do not see the agenda or the rules of conduct, please call the customer support number on the screen. Thomas Ferrari of American Election Services LLC is serving as our independent inspector of election for this annual meeting. Mr. Ferrari has taken an oath to accurately tabulate and report the results of this meeting. Mr. Ferrari, can you please confirm that for the stockholders.

I confirm that I have taken the oath of office to accurately calculate and report the results of this annual meeting.

Thank you, Mr. Ferrari. I've been informed by the secretary that copies of the notice of meeting, the company's proxy statement and proxy cards were mailed to holders of record on or about April 13, 2020. I will now ask the secretary to report the number of shares of common stock entitled to vote at this meeting.

Under the company's bylaws, the presence virtually or by proxy of the holders of a majority and voting power of the outstanding shares entitled to vote constitutes a quorum. As of the close of business on April 8, 2020, the record date for this meeting, Acacia had 49,574,604 shares of common stock outstanding and entitled to vote on all proposals, each of which is entitled to 1 vote. As of the close of business on the record date, Acacia had 350,000 shares of Series A convertible preferred stock outstanding and entitled to vote on all proposals. The 350 (sic) [ 350,000 ] shares of Series A convertible preferred stock are entitled to an aggregate of 9,589,042 votes on each proposal. I have presented to the inspector of election a certified list of holders of shares of common stock and Series A convertible preferred stock of the company issued and outstanding on such record date, constituting all of the stockholders entitled to notice of and to vote at this meeting. This will be kept open and subject to the inspection of any stockholder during the meeting. I have also presented to the inspector of election an affidavit attesting that a notice of meeting was mailed on or about April 13, 2020, to each holder of the company's capital stock as of the close of business on such record date, and I order that a copy of such affidavit be filed with the records of the company.

Thank you, Jennifer. The company has already given the inspector the proxies previously received from stockholders. A preliminary tally by the inspector of election indicates that a quorum is present and the meeting will proceed. The presence of a quorum will be confirmed by the inspector of election when they complete their tally of the proxies and votes. Accordingly, I recognize the presence of a quorum for the purpose of proceeding with the business of the meeting and declare that the meeting is duly constituted for the transaction of business subject to verification of a quorum by the inspector of election after completion of the vote tabulation. Before we proceed with the business of the meeting, I would like to take a moment to review the procedures that will be followed during the meeting. We have 3 items of business on the agenda. Detailed information concerning these items of business is contained in the company's proxy statement furnished in connection with the meeting. I will first introduce each of the agenda items. The polls will then be open for voting on the agenda items. You can vote in real-time by clicking on the "Vote Here" button on your screen until we close the polls after we have presented the proposals. In the event of any technical difficulties before the formal adjournment of this meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. During this meeting, stockholders may submit no more than 1 question pertaining to the business of this meeting by using the question box on the screen, which we will address during the question and comment period. Following the closing of the polls, the formal portion of the meeting will be concluded. At that time, we will address any questions or comments that stockholders may have. The items of business to be voted upon at this meeting, all of which are identified in the company's proxy statement for this meeting, are as follows: Item 1. The election of 6 directors to serve on our Board until the 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The company has nominated Maureen O’Connell, Katharine Wolanyk, Isaac Kohlberg, Jonathan Sagal, Alfred V. Tobia Jr. and myself, Clifford Press, for election as directors at the meeting. Item 2, the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Item 3, the approval on a nonbinding advisory basis of the compensation of our named executive officers. All such agenda items have been duly placed before the meeting. I have received a written motion for each proposal to be voted upon at the annual meeting, which have been seconded in writing, which caused the approval of these proposals. I declare the polls now open for voting on the proposals. If you have already voted by proxy, by submitting the proxy card previously sent to you, you do not need to vote unless you wish to change your vote. I'll now pause briefly for voting. [Voting]

If there are no other stockholders desiring to vote, I declare the polls closed. All votes and proxies are now in the custody of the inspector of election. We will announce the official results of the meeting in a report to be filed with the SEC in the next few days promptly after the vote tabulation has been certified by the inspector of elections. This concludes the formal portion of the meeting. I hereby declare this meeting adjourned. We will now review whether any questions pertaining to the business of this annual meeting have been submitted by stockholders. I do not see any questions submitted. I'll wait a moment longer in case anyone would like to submit one. There are no questions submitted. This concludes our proceedings. Thank you very much for your attendance.

This now concludes the meeting. Thank you for joining, and have a pleasant day.