Acacia Research Corporation (ACTG) Earnings Call Transcript & Summary

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 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 pandemic. We will now come to order for the 2021 Annual Meeting of Stockholders of Acacia Research Corporation. I will preside as Chairman over the stockholders' meeting. And I hereby appoint Jennifer Graff 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 here with us today virtually: Maureen O'Connell, Jon Sagal, Katharine Wolanyk, Al Tobia, Isaac Kohlberg and myself. Our inspector of elections is also in attendance as well as a representative from our independent public accounting firm, BDO USA, LLP and a representative from our former independent 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 this 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. Tracy Oats, on behalf of Broadridge Financial Solutions, is serving as our independent inspector of election for this annual meeting. Ms. Oats has taken an oath to accurately tabulate and report the results of this meeting. Ms. Oats, can you please confirm that for the stockholders?

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

Thank you. 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 16, 2021. 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 in voting power of the outstanding shares entitled to vote constitutes a quorum. As of the close of business on March 15, 2021, the record date of this meeting, Acacia had 49,279,453 shares of common stock outstanding and entitled to vote on all proposals of which -- each of which is entitled to vote to one vote. As of the close of business on the record date, Acacia had 350 (sic) [ 350,000 ] shares of Series A convertible preferred stock outstanding and entitled to vote on all proposals. The 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 list will be kept open and subject to the inspection of any stockholder during this meeting. I have also presented to the inspector of election an affidavit attesting that a notice of meeting was mailed on or about April 16, 2021, 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 would be filed with the records of the company.

Thank you. The company has already given to 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 she completes her 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 inspection 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 4 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 voting 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 the meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. During this meeting, stockholders may submit no more than one question pertaining to the business of the 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 2022 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 Victor Tobia, Jr.; and myself, Clifford Press, for election as directors at the meeting. Item 2, the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Item 3, the approval on a nonbinding advisory basis of the compensation of our named executive officers. Item 4, the approval of an amendment to our Amended and Restated Certificate of Incorporation to eliminate super majority voting requirements applicable to special corporate actions. All such agenda items have been duly placed before the meeting. I have received a written motion for each proposal to be voting upon at the annual meeting, which have been seconded in writing, which call for the approval of these proposals. I declare the polls now open for the 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 now unless you wish to change your vote. I will now pause for a moment to enable everyone who wishes to do so to cast their votes. [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 elections. 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 election. 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've been informed that there are no questions. This concludes our proceedings. Thank you very much for your attendance.