Adeia Inc. (ADEA) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual Meeting of Stockholders of Xperi Holding Corporation. I would now like to introduce the first presenter, Jon Kirchner, Chief Executive Officer of Xperi. Sir?

Thank you, and good morning, ladies and gentlemen. Welcome to the 2021 Annual Meeting of Stockholders of Xperi Holding Corporation. I am Jon Kirchner, Chief Executive Officer of Xperi. As you know, we are holding a virtual annual meeting as a result of the COVID-19 pandemic, and we thank you for participating online today. At this time, I call the meeting to order. There are 3 items of business on today's agenda: first, the election of directors; second, the advisory approval of the compensation of our named executive officers as described in the proxy statement; and the approval and ratification of the appointment of the company's independent registered public accounting firm. Pursuant to the company's bylaws and resolutions of the Board, I will act as Chairman for this meeting. Paul Davis, the company's Chief Legal Officer and Corporate Secretary, will act as secretary of this meeting. I would like to take this opportunity to introduce the directors and officers of the company who are present in addition to myself; Darcy Antonellis, Laura Durr, David Habiger, Daniel Moloney; Raghavendra Rau, Christopher Seams. I'd also like to introduce the executive officers that are present today in addition to myself and Paul: Robert Andersen, our Chief Financial Officer; Samir Armaly, President of IP Licensing; Matt Milne, Chief Revenue Officer; and Geir Skaaden, Chief Products and Services Officer. I would also like to introduce Wendy Jackson from PricewaterhouseCoopers LLP, the company's independent registered public accounting firm, who is available to respond to appropriate questions from stockholders, if any, at this meeting. The Board of Directors of the company has appointed Richard Leza, Jr. of the Carideo Group to act as inspector of elections. Mr. Leza has previously taken his oath as inspector of elections. The secretary also has the affidavit of mailing of the notice of the meeting to the company's stockholders, together with the accompanying proxy materials and annual report from Broadridge Financial Solutions, Inc. The affidavit of the mailing will be affixed to the minutes of this meeting.

Thank you, Jon. I present the affidavit of mailing from Broadridge Financial Solutions, Inc., which states that the notice of meeting and accompanying proxy materials and annual report were mailed on or about March 31, 2021, to stockholders of record on March 17, 2021, the record date for stockholders entitled to notice of this meeting in accordance with the bylaws of the company. In addition, I have been advised by the inspector of elections that stockholders holding at least a majority of the company's issued and outstanding shares entitled to vote are represented in person or by proxy at today's meeting. Therefore, a quorum is established and the meeting is duly constituted, and the business of the meeting may proceed.

Thank you, Paul. The report of the secretary on the existence of a quorum is accepted. I direct that the affidavit of mailing be part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called. Paul, please describe the voting procedures and items to be voted on.

Thank you, Jon. I will now address voting procedures. If you have already submitted your vote by proxy prior to this meeting and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you may submit your vote online before we close the polls in order for it to be counted. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. Accordingly, if you have not yet voted, I encourage you to vote online now. This Annual Meeting of Stockholders has been called to permit stockholders of Xperi to consider and vote upon 3 proposals. The first item of business today is the election of directors. 7 directors are nominated to be elected at today's meeting. Our bylaws provide that, in an uncontested election, each director will be elected by a majority of votes cast. The directors elected today will hold office until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. As indicated in the company's proxy statement, the Board of Directors has nominated the following persons to serve as directors: Darcy Antonellis. Laura Durr, David Habiger, Jon Kirchner, Daniel Moloney, Raghu Rau, Chris Seams. The company's bylaws require that a stockholder who intends to nominate any person to be elected as a director at the annual meeting to provide advance notice to the company of such nomination. No such notice was received. Accordingly, I declare the nominations for directors closed. The second item to be submitted to stockholders for action is to approve on an advisory basis the compensation of the company's named executive officers as described in the proxy statement. The final item submitted to stockholders for action to approve and ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. Because no further business is scheduled to come before the stockholders, I declare the polls for each matter to be voted on at this meeting open at 9:06 a.m. today, May 14, 2021, and direct that a vote of the stockholders be taken by online ballot on these 3 matters. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of the business on March 17, 2021. Online voting is now available for each stockholder or proxy present and entitled to vote at this meeting. Any stockholder who has previously given his or her proxy need not vote unless he or she desires to revoke the proxy and vote by online ballot at this meeting. I'll now allow a minute for people to vote online. [Voting]

Okay. I declare the polls for each matter voted upon at this meeting closed at 9:07 a.m. today, May 14, 2021, and direct the inspector of elections to collect and tabulate the votes upon completion to provide his report and state the results of the votes. The inspector of elections has now provided the initial report on the voting results for the election of the directors and the other proposals presented at the annual meeting. I have been advised by the inspector of elections that each of the following 7 nominees has received a majority of the votes cast for his or her election: Darcy Antonellis, Laura Durr, David Habiger, Jon Kirchner, Dan Moloney, Raghu Rau and Chris Seams. Accordingly, each of such persons has been elected as a director of the company to serve until the company's 2022 Annual Meeting or until his or her successor has been duly elected and qualified. I have been further advised by the inspector of elections that a majority of the votes cast in person or represented by proxy and entitled to vote at the annual meeting were in favor of the approval of the advisory vote of the compensation of the company's named executive officers as described in the proxy statement and that accordingly, the proposal is deemed to be approved by stockholders. I have been further advised by the inspector of elections that a majority of the votes cast in person or represented by proxy and entitled to vote at the Annual General Meeting were in favor of the approval and ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021, and that accordingly, the proposal has been approved. The inspector of elections will furnish the secretary a written report of the final vote counts with respect to the matters voted on today, which shall be included in the minutes of the meeting. Jon, I'll turn it back to you.

Thank you. This concludes the formal part of our meeting. I declare this meeting adjourned at 9:10 a.m. We'll now open the meeting for questions. Jerry, do we have any questions in the queue?

There are no questions submitted by stockholders.

Great. Thank you very much. I want to thank you all for attending today's meeting and for your continuing support of Xperi Holding Corporations -- Corporation, excuse me. You may now disconnect.