Dayforce, Inc. (DAY) Earnings Call Transcript & Summary

Welcome to the Ceridian Annual Stockholders Meeting. I will turn the meeting over to Mr. David Ossip, Chair of the Board of Directors and Chief Executive Officer of Ceridian HCM Holding, Inc.

Thank you. Good morning, and welcome. It's a pleasure to welcome you to the 2021 annual meeting of the stockholders of Ceridian. As you all know, out of concern for the health and well-being of our stockholders, guests and employees during the ongoing COVID-19 pandemic, we have, again, made the decision to hold the annual meeting virtually this year. Despite the circumstances, we are pleased that you have joined us in this virtual format. We hope circumstances are different next year, and we can meet you in person. As is our custom, we'll move directly into the business portion of our meeting. Every participant today has the ability to submit any questions throughout the meeting via the web portal. Any questions which are submitted live during the virtual meeting will be answered either by myself, another officer of the company or a representative from KPMG as appropriate. Any such questions will be answered during or shortly following the meeting through the direct e-mail communication with the inquiring stockholder. Please note, we'll attempt to answer as many questions as possible, but only questions that are germane to the meeting will be addressed. Any questions that do not -- that we do not get to will be addressed with the stockholder directly by e-mail within a few days of the meeting. Before proceeding further, let me introduce members of our Board of Directors who have joined our virtual meeting today. Andrea Rosen, Gerald Throop. Andrea, Gerry and I are on the ballot at this meeting for election to serve until 2024. Brent Bickett, Ronald Clarke; Deborah Farrington, Tom Hagerty, Linda Mantia and Ganesh Rao. I'd like to introduce [ Kevin Slumber ], [ Stephen Dison ] and Chris Rogers from KPMG LLP, our independent registered accounting firm. Although KPMG has indicated that it does not wish to make a statement, Mr. [ Slumber ] will respond via e-mail to appropriate questions submitted during the meeting. The annual meeting of the stockholders of Ceridian HCM Holding Inc. is hereby call to order. pursuant to notice given to our stockholders as provided by the company's bylaws. I will serve as Chair of this meeting. And in that capacity, I appoint Bill McDonald, Senior Vice President, Deputy General Counsel and Corporate Secretary, to act as Secretary of the meeting. When you join the virtual meeting today, the agenda for the meeting was posted on the web portal. Also included on the web portal is a document outlining the rules of conduct for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules, including not recording the meeting. I will now turn the meeting over to Bill.

Thank you, David, and good morning, everyone. Also with us today is Natalie Hairston, representative of American Election Services LLC, who has been appointed to act as our inspector of election. Ms. Hairston has been duly sworn and has signed the oath of inspector. The oath of inspector will be included with the minutes of this meeting. I've received affidavits of mailing of notice certifying that the notice of annual meeting of stockholders of Ceridian HCM Holding, Inc., notice of Internet availability of proxy materials and our 2020 annual report to stockholders were mailed on March 17, 2021, to all stockholders of record as of March 1, 2021. Such affidavits will be included with the minutes of this meeting. Also, we have a list of stockholders of record of the company as of the close of business on March 1, 2021. The list of stockholders has been open for examination for any purpose relevant to this meeting for the past 10 days. This list is also available to any stockholder during this meeting. The list may be found on the web portal we used to access this meeting. I will file a copy of this list of stockholders with the company's records. To determine whether the shares represented at this meeting either virtually as a participant of this meeting or by proxy are sufficient to constitute a quorum for the purpose of transacting business, we have reviewed a tabulation of the shares of voting stock represented at the meeting. The tabulation indicates that over 136,398,533 shares of the company's voting stock are represented at the meeting, either through virtual participation at this meeting or by proxy. As of the record date, 146,775,771 shares of common stock were outstanding. And the special voting share representing an additional 2,038,933 shares of common stock issuable upon the exchange of the exchangeable shares for a total of 148,814,764 votes represented by the outstanding shares of voting stock. As a majority of the voting shares are required to be present to attain a quorum and a majority of voting shares are, in fact, present and since the legal notice of the meeting has been given, the annual meeting is now regularly and lawfully convened and ready to transact business. The next item on the agenda is a description of the matters to be voted on at today's meeting. The first proposal before the stockholders is the election of 3 Class III directors to hold office until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified subject to their earlier death, resignation or removal. As David mentioned, the company's Board has nominated David D. Ossip, Andrea S. Rosen, and Gerald C. Throop as Class III nominees and recommended that each of them be elected by the company's stockholders. Information concerning Mr. Ossip, Ms. Rosen and Ms. Throop is contained in the proxy statement. No other nominations were received prior to the deadline established by the company's bylaws. Therefore, no additional nominations may be made at this meeting. The second proposal is the approval of Ceridian's fourth amended and restated certificate of incorporation. The Board has recommended a vote for this proposal. The third proposal is an advisory nonbinding vote on the company's compensation for its named executive officers, frequently referred to as a say on pay vote. The Board has recommended a vote for this proposal. The fourth proposal is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021. The Board has recommended a vote for this proposal.

Thank you, Bill. Because no further business is on the agenda to come before this meeting, we'll move on the 4 proposals noted and proceed with the voting. The time is 9:08 a.m. Central Time on April 27, 2021, and I declare the polls now open for each matter to be voting on today. All Ceridian's stockholders entitled to vote at this meeting have and have had the ability to do so online. If you are a stockholder entitled to vote and have not voted or if you wish to change your vote, you may do so following the instructions listed on the web portal. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change the vote, do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Ceridian HCM Inc. Annual Stockholder Meeting closed. The inspector of the election will count the final vote. Bill, do we have the preliminary voting results?

We do. We've been informed by the inspector of election that the preliminary vote report shows that based upon the submission of proxies and ballots both prior to and at this virtual meeting that David D. Ossip, Andrea S. Rosen and Gerald C. Throop have been elected by the required stockholder vote to serve as Class III directors of the company until the 2024 annual meeting of stockholders or the election of their successors. For the approval of the proposed fourth amended and restated certificate incorporation, the resolution received more than a sufficient number of votes in favor and the proposal has been approved. For the advisory nonbinding proposal on the compensation of Ceridian's named executive Officers for fiscal 2020, the resolution received approximately 26% of the votes cast in favor. And the proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm received more than 98% in favor, and the appointment has been ratified. We will be reporting the final vote results in a current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting.

Thank you, Bill. This concludes the business for the meeting. As there are no other matters that have been properly brought for consideration at this meeting, the 2021 annual meeting of the company's stockholders is hereby adjourned. Now we would like to open things up for stockholder questions and comments. As mentioned, we'll tend to answer as many of the questions as possible, but only questions that all germane to the meeting will be addressed. Any questions that we do not get to will be addressed with the stockholder directly by e-mail within a few days of the meeting. Bill, are there any questions that we have received from a stockholder attendees during the virtual meeting that we need to answer at this time.

Let me just take a look here. There's a question from 1 of our shareholders. [indiscernible] carpenter union pension fund, who has asked as a long-term investor, we are encouraged to see the Board's commitment to move to a majority vote standard for director elections. Unlike many institutional investors, we support a classified board structure combined with a majority vote standard. So the action to sunset the classified board structure is unfortunate. Recent academic studies indicate that Board accountability is based on the election vote standard, not the frequency of elections. Could you speak to how the classified board structure has helped foster and support a long-term board strategic posture. Thank you. To answer the question, I think the Board of Directors looked at this issue very carefully. As one would expect companies that are traditionally coming out of an IPO situation, traditionally have a classified board. We felt that as the company has grown in its governance practices and has reached a size with a market cap of over $10 billion, there was a reason at this point in time to move to sunset our classified board structure which has been supported by vast majority of our stockholders through our stockholder engagement process. So that is why we moved to the motion that was put forth today. And frankly, that proposal passed with a significant 98-plus percent in favor. As far as having a classified board structure and how it's supported long-term board strategic posture, we felt it was important to have this in the beginning of our development coming out of our IPO, but as a company of our size and our stockholder base, we're feeling that the sunset is appropriate at this time.

Thank you, Bill. Are there any further questions?

There are no other questions, David.

Thank you, Bill. This concludes the Q&A session. Thank you all for attending today's meeting.

The Ceridian webcast has now concluded.