Extreme Networks, Inc. (EXTR) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. On behalf of Extreme, I would like to thank you for attending our 2020 Virtual Annual Meeting of Stockholders. I'm John Shoemaker, Chairman of the Board at Extreme. We have stockholders attending via the web portal and the 800 number that we have provided. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and will address unanswered questions on our corporate website shortly after the meeting. In keeping with the digital approach to this year's meeting, it is now shortly after 11:00 a.m. Eastern Standard Time and I will now call the 2020 annual meeting to order. I would like to start by introducing the other nonemployee members of our Board. These people are on the call now. Ingrid Burton, Charles Carinalli, Kathleen Holmgren, Raj Khanna and Edward Kennedy. I would also like to introduce the other members of Extreme's management who are connected. Edward Meyercord, our CEO; Rémi Thomas, our CFO; Katy Motiey, our Chief Administrative and Sustainability Officer. Also connected are Brian Outland and Jim Minter of Ernst & Young LLP and Chad Barba of KPMG LLP. The Board has appointed Broadridge Financial Solutions, Inc. to act as inspector of elections. Beth W. VanDerbeck, a representative of Broadridge, has previously taken her oath as inspector of elections. After the formal meeting has been adjourned, we will provide time for general questions. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. At this time, I will ask Ms. Motiey to begin the formal portion of the meeting.

Thank you, John. Before acting on the matters set forth in the notice of meeting, let me cover some procedural points. If you sent in a proxy card or delivered 1 prior to the meeting and do not revoke it at this meeting, your vote will be counted automatically without any further action on your part. If you still have a proxy card, which you wish to have voted, please click on the voting button on the web portal and follow the instructions provided. If you previously delivered a proxy card, which you now wish to revoke, please click on the voting button on the web portal and follow the instructions provided. If you wish to vote your shares in person, please click on the voting button on the web portal and follow the instructions provided. Mr. Chairman, Broadridge Financial Solutions has provided the company with an affidavit of mailing, which states that the notice of meeting and accompanying proxy material and annual report were mailed on or about September 22, 2020, to stockholders of record on September 14, 2020, the record date for stockholders entitled to notice of this meeting. I will now establish for the record that the meeting has been properly convened and that there is a quorum present for the transaction of business. According to the list of stockholders of record as of the close of business on the record date, they were issued an outstanding 122,917,092 shares of common stock, that's 122,917,092 shares. A quorum for this meeting requires the presence in attendance or by proxy of holders of a majority of the shares outstanding and entitled to vote on the record date on 61,458,547 shares. I have been advised by the inspector of elections that a total of 107,870,728 shares or 87.75% were represented in attendance or by proxy at the opening of this meeting. This total represents the majority of the shares outstanding on the record date, resulting in a quorum and the meeting is duly constituted and the business of the meeting may proceed.

Thank you, Katy. The report of the Secretary on the existence of a quorum is accepted. I direct that the affidavit of mailing be made part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called.

Proposal 1, election of directors. The first matter to come before the meeting is the election of directors. The following individuals have been nominated for election to the Board to serve until the 2021 annual meeting. Ingrid Burton, Charles Carinalli, Ed H. Kennedy, Raj Khanna, Kathleen M. Holmgren, Edward B. Meyercord and John C. Shoemaker. The Board has recommended that stockholders vote for each nominee. The company's bylaws require that a stockholder provide advanced notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Voting will commence after all proposals have been presented. The second matter to come before the meeting is to hold an advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement. The Board has recommended that the stockholders vote for the approval of the compensation of our named executive officers as disclosed in the 2020 proxy statement. The third member -- matter to come before the meeting is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021. The Board has recommended that the stockholders ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm. The fourth matter to come before the meeting is the ratification of Amendment #8 to our amended and restated rights agreement, which extends that agreement through May 31, 2021. The matter has -- the Board has recommended that the stockholders ratify Amendment #8 to our amended and restated rights agreement. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. 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 11:10 a.m. Eastern today, November 5, 2020, and direct that a vote of the stockholders be taken. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted by telephone or Internet and do not want to change their vote, do not need to take any further action. I declare the polls for each matter voted upon at this meeting closed at 11:10 a.m. today, November 5, 2020, and direct the inspector of elections to tabulate the ballots and that time is eastern time. At this time, I would like to introduce Brian Outland and Jim Minter with Ernst & Young and Chad Barba from KPMG. They will have the opportunity to make a statement or to answer any appropriate questions you may have. Do Chad or Brian have any comments? John?

At this time, I will ask Ms. Motiey to report the voting results on the proposals.

Thanks, John. As Ingrid Burton, Charles Carinalli, Ed Kennedy, Raj Khanna, Kathleen Holmgren, Ed Meyercord and John Shoemaker are nominees receiving the greatest number of affirmative votes of the shares present in proxy or present in person or by proxy. The proposal is approved in each of the nominees is elected. Proposal 2 is approved with at least the majority of the shares cast voting in favor, and the compensation of the named executive officers as disclosed in the proxy statement is approved. Proposal 3 is approved with at least the majority of the shares casting -- cast voting in favor, and the appointment of Ernst & Young LLP as the company's independent public accounting firm is ratified. Proposal 4 is approved with at least the majority of the shares cast voting in favor, and Amendment 8 to our amended and restated rights agreement plan is ratified. The inspector of elections will furnish the company with a written report of the final vote count with respect to the matters voted on today, which will be included in the minutes of the meeting. This concludes the formal business to be brought before the meeting. I will entertain a motion to adjourn.

I so move.