Block, Inc. (XYZ) Earnings Call Transcript & Summary

Good morning, and welcome to Square, Inc.'s Special Meeting of Stockholders. Please note that this event is being webcast. I would now like to introduce Jack Dorsey, the company's President, Chief Executive Officer and Chairman of the Board. Mr. Dorsey, please go ahead.

Welcome, everyone, and thank you all for joining our special meeting of stockholders. First of all, I hope that everyone is continuing to stay safe and healthy, and we thank you for taking the time to be with us today. We are pleased to hold this special stockholders' meeting virtually as we aim to enable broad access and participation. I would now like to turn the meeting over to Sivan, our General Counsel and Corporate Secretary, who will lead the formal business of the meeting and also act as Secretary.

Thank you, Jack. We also have with us Amrita Ahuja, our Chief Financial Officer. We have appointed Kris Veaco to act as the Inspector of Election today. She has executed an oath of office to carry out her duties with strict impartiality and to the best of her ability, and she will examine and tabulate the proxies and ballots at this meeting. With introductions concluded, we will move on to other procedural matters. As an overview of today's meeting, we will first address the matters described in our definitive proxy statement and vote on the proxy proposals. We will then announce preliminary voting results and adjourn this meeting. Our Board of Directors has fixed October 1, 2021, as the record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions confirming that proxy materials related to this meeting were mailed to stockholders of record, determined as of the close of business on the record date starting on October 5, 2021. A complete list of the stockholders entitled to vote at this meeting will be available online for the duration of the meeting and can be found on the virtual meeting web page. Ms. Veaco reports that the holders of the majority of the combined voting power of our Class A and Class B common stock outstanding as of the record date are present at the meeting either virtually or by proxy, which constitutes a quorum. Therefore, today's meeting is duly convened and open for business. We'll now proceed with the formal business of the meeting. The polls are open. If any stockholders have not yet voted or wish to change their vote, please click on the voting button in the web portal and follow the instructions. If you've already sent in a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed. There are 2 proposals to be considered and voted upon by our stockholders. Each of these proposals is more fully described in our definitive proxy statement filed with the Securities and Exchange Commission on October 5, 2021. The first proposal is to approve the issuance of shares of Square Class A common stock, including the shares underlying the CHESS Depository Interests to shareholders of Afterpay Limited pursuant to a scheme of arrangement between Afterpay Limited and its shareholders and deed poll to be executed by Square and Lanai (AU) 2 Pty Ltd and as contemplated by the scheme implementation deed dated as of August 2, 2021, Australian Eastern Time and as it may be further amended or supplemented by and among Square, Lanai (AU) 2 Pty Ltd and Afterpay. Our Board of Directors recommends a vote for this proposal. The second proposal is to approve one or more adjournments of the special meeting, if necessary or appropriate, and consented to by Afterpay, including to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the first proposal. Our Board of Directors recommends a vote for this proposal. The polls are still open. Voting today is by proxy and online ballot. As previously mentioned, if you already submitted a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed at this time. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button in the web portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now for your vote to be counted by the Inspector of Election. We will leave the polls open for another minute to allow anyone who chooses to vote electronically to cast their ballots. [Voting]

The polls are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. Based on our preliminary voting results, the stockholders have approved the issuance of shares of Square Class A common stock, including the shares underlying CHESS Depository Interests to shareholders of Afterpay Limited pursuant to the scheme of arrangement between Afterpay and its shareholders and deed poll to be executed by Square and Lanai (AU) 2 Pty Ltd and as contemplated by the scheme implementation deed dated as of August 2, 2021, Australian Eastern Time, and as it may be further amended or supplemented by and among Square, Lanai (AU) 2 Pty Ltd and Afterpay; and approved one or more adjournments of the special meeting, if necessary or appropriate and consented to by Afterpay, including to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the first proposal. The final voting results will be set forth in a report with the Inspector of Election and will be included in the minutes of this meeting. We will also report the final voting results on a Form 8-K, which we will file with the Securities and Exchange Commission within 4 business days of today's date. This concludes our agenda today. I now declare the special meeting adjourned. Thank you for joining us today.

Thank you for joining today's meeting. You may now disconnect.