Frontdoor, Inc. (FTDR) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to Frontdoor's Annual Meeting of Stockholders. Beginning today's audio webcast is William Cobb, Chairman of the Board of Directors of Frontdoor. At this time, we'll begin today's meeting. Please go ahead, Mr. Cobb.

Thank you, Mike. Good morning, everyone. The meeting will now come to order. Thank you all for participating in the 2021 Annual Meeting of Stockholders of Frontdoor, Inc. I am Bill Cobb, Chairman of the Board of Directors of Frontdoor, and in accordance with our bylaws, I will preside over this meeting as Chairman. We are pleased to hold our 2021 annual meeting virtually by audio webcast as this affords us the ability to be inclusive and to reach a greater number of our stockholders, while reflecting the technology-enabled nature of Frontdoor, among other things. This decision has the additional benefit of helping to support the health and well-being of our stockholders and the other participants in our meeting as we continue to navigate as a nation the impact of the COVID-19 pandemic. We have posted the agenda for today's meeting on the webcast site. This virtual meeting is intended to provide our stockholders with the same opportunity for meaningful engagement with the company as an in-person meeting. Stockholders can submit questions and vote online during this meeting. Please review the rules of procedure in the Meeting Materials section of this webcast for instructions on how to submit a question or vote your shares at this meeting. We ask that you limit yourself to one question per stockholder and restrict your remarks to the proposals that are before us today. Thank you in advance for your cooperation with these rules. We will start today's meeting by considering the proposals that were described in our proxy statement. Following each proposal, you will be provided with an opportunity to ask questions with respect to that proposal. It would be helpful if you would hold all business-related questions for the question-and-answer period at the end of the meeting. Before we get to the proposals, I would like to take this opportunity to introduce the other directors and executive officers of Frontdoor, who are also participating in today's meeting, beginning with our Chief Executive Officer and other members of the Board of Directors. Rex Tibbens, Chief Executive Officer and President of Frontdoor and a Director; Anna Catalano, Director; Pete Cella, Director; Rick Fox, Director; Brian McAndrews, Director; Liane Pelletier, Director. I would now like to introduce our executive officers who are also participating today: Brian Turcotte, Senior Vice President and Chief Financial Officer; and Jeff Fiarman, Senior Vice President, General Counsel and Corporate Secretary. In addition, I am pleased to welcome representatives from our independent registered public accounting firm, Deloitte & Touche LLP: Randy Stokx, Adam King and Tori Corbitt. Finally, I'd like to welcome Peter Descovich, who has been appointed by the Board of Directors and has taken an oath to act as our independent Inspector of Election. I request that Mr. Descovich file his oath of office with the Secretary of the meeting for inclusion in the minutes of this meeting. I will now turn the meeting over to Jeff Fiarman, Corporate Secretary of Frontdoor, who will conduct the formal part of our meeting. At the end of the meeting, Rex and I will be available to answer any questions that have been submitted from stockholders. Jeff?

Thank you, Bill, and good morning, everyone. We have 4 proposals to be voted upon today. First, before we proceed, we need to confirm that we have a quorum for this meeting. We have received an affidavit from Broadridge Financial Solutions certifying that the notice of the annual meeting and Internet availability of proxy materials was sent commencing on March 31, 2021 to hold -- all stockholders of record as of March 23, 2021. This affidavit and the list of registered stockholders entitled to vote at this meeting are available for inspection by any stockholder and will be included in the minutes of this meeting. As Bill mentioned, we have Mr. Descovich participating in the meeting as the independent inspector of election. Mr. Descovich has furnished us with a count of the number of shares present at this meeting in person or through representation by proxy. There are present at this meeting in person or through representation of proxy 80,256,550 shares of common stock of the company. There being 80,256,550 shares of common stock represented at this meeting out of a total of 85,558,005 shares of common stock eligible to vote or 93.8% of total shares eligible to vote, and as such, shares constitute a majority of the shares entitled to vote at this meeting, I hereby declare that a quorum is present, and this meeting is now duly convened. If you previously voted by proxy, you do not need to vote today. If there are any stockholders present who either, one, have not submitted a proxy and wish to vote today, or two, have submitted a proxy, but wish to change their vote or revoke their proxy, please refer to the rules of procedure in the Meeting Materials section of this webcast site for instructions. We will tabulate these votes after the polls are closed, and we'll include them in the final tabulation of the votes. As indicated in the notice of the annual meeting and the proxy statement that were made available to all stockholders, we are here to consider 4 proposals. I will now go through each proposal on the ballot and respond to questions submitted relating to each proposal under consideration. At the conclusion of the presentation of proposals, we will tabulate the ballots and proceed to vote on each item. As we go through the proposals, questions will be limited to specific proposals under discussion. The first proposal is the election of 3 Class II directors and 2 Class III directors to serve until the Annual Meeting of Stockholders in 2022 and until their successors have been duly elected and qualified. The Board of Directors recommends the election of the following persons as directors of the company: as Class II directors, Richard P. Fox, Brian P. McAndrews, Rexford J. Tibbens; as Class III directors, Anna C. Catalano, William C. Cobb. Because there are no stockholder nominations received by the company in advance of this annual meeting in accordance with the advanced notice provisions of the company's bylaws, I hereby declare the nominations for Class II and Class III directors closed. If you have any questions relating to Proposal 1, please submit them now. As there are no questions on Proposal 1, we will now move on to Proposal 2. The second proposal is the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2021. The Board of Director recommends that stockholders vote in favor of this proposal. Do you have any questions relating to Proposal 2? Please submit them now. As there are no questions on Proposal 2, we will now move on to Proposal 3. The third proposal is an advisory nonbinding vote to approve named executive officer compensation. The Board of Directors recommends that stockholders vote in favor of this proposal. If you have any questions relating to Proposal 3, please submit them now. As there are no questions on Proposal 3, we will now move on to Proposal 4. The fourth proposal is the approval of amendments to the company's amended and restated Certificate of Incorporation to eliminate certain supermajority voting requirements and clarify provisions related to advancement of expenses. The Board of Directors recommends the stockholders vote in favor of this proposal. Do you have any questions relating to Proposal 4? Please submit them now. Because there are no questions on Proposal 4 and no further business is to come before this meeting, we will now move on to voting on the proposals. The time is 10:10 a.m. Central Time, and polls are about to close for each matter to be voted on today this May 12, 2021. If you've not yet voted, please do so now. [Voting]

Since everyone's had a time -- an opportunity to vote, the polls are now closed at 10:11 a.m. Central Time this May 12, 2021. The ballots and proxies will be held in possession of the Inspector of Election. The Inspector of Election will now count the votes and provide me with the preliminary results. The Inspector of Election has counted and tabulated the proxies and ballots. Based on the Inspector's report, I hereby declare: one, that the election of Richard P. Fox, Brian P. McAndrews and Rexford J. Tibbens as Class II directors of the company and Anna C. Catalano and William C. Cobb as Class III directors of the company to serve until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified has been approved; two, that the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal 2021 has been ratified; three, that the company's named executive officer compensation has been approved; and four, that the amendments to the company's amended and restated Certificate of Incorporation to eliminate certain supermajority voting requirements and clarify provisions related to advancement of expenses has been approved. The Inspector's report of the vote on the matters considered at today's meeting will be incorporated into the minutes of this meeting. Frontdoor will also report the final voting results of this meeting on a Form 8-K, which will be filed with the Securities and Exchange Commission in the next few days. This concludes the formal portion of this meeting. I'd now like to turn the meeting back over to Bill. Bill?

Thank you, Jeff. I hereby declare the formal portion of the meeting adjourned at 10:12 a.m. Central Time this May 12, 2021. We will now respond to the questions that have been submitted by our stockholders. I would now like to reintroduce Rex Tibbens, our Chief Executive Officer and President. Rex?

Thank you, Bill. Good morning, everyone. I will now open the floor to business-related questions that have been submitted by our stockholders. Jeff, I ask that you read the questions submitted by our stockholders.

Bill and Rex, no business-related questions have been submitted by stockholders to be answered at this meeting.

There being no questions, this meeting is now concluded. Again, thank you for your time today and for your interest in Frontdoor. We look forward to your participation at next year's Annual Stockholders Meeting.