Magnite, Inc. (MGNI) Earnings Call Transcript & Summary

Hello. And welcome to Magnite, Inc. Annual Meeting 2020. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Caine, Non-Executive Chairman of the Board. Mr. Caine, the floor is yours.

Thank you, operator. Good afternoon. I'm Paul Caine, Non-Executive Chairman of the Board. It is 12:00 Pacific Time on July 8, 2020. And in accordance with the notice of the meeting, I call to order Magnite, Inc.'s 2020 Annual Meeting of Stockholders. Before we get to formal business of the meeting, I'd like to introduce the other members of the Board that are present today by teleconference: Michael Barrett, also our President and CEO; Robert Frankenberg; Sarah Harden; Robert Spillane; Lisa Troe; Doug Knopper; Rachel Lam; and Jim Rossman. I would also like to introduce members of the management team that are present today: David Day, our Chief Financial Officer; Aaron Saltz, our General Counsel and Secretary; and Nick Kormeluk, our VP of Investor Relations. I would also like to recognize Don Crawford from the firm Deloitte & Touche LLP, our independent registered public accounting firm. Before we continue, I'd like to make the following announcement. All proxies and powers of attorney to vote shares of stock at this meeting must be filed with the Corporate Secretary of the company. As described in the proxy statement for the annual meeting previously distributed, you're entitled to participate in and vote at this meeting if you were a stockholder as the close of business on May 14, 2020, which is the record date for this annual meeting, or hold a legal proxy for the meeting provided by your bank, broker or nominee. If you have an 11-digit control number included on the notice of Internet availability or the proxy card or voting instruction form and wish to vote during this meeting, you may do so by clicking the proxy voting site link on the left-hand panel of your screen. If you're registered with your 11-digit control number, you may also ask questions during the meeting by clicking on the chat box icon located on the top left-hand panel of your screen. Questions may not be asked orally. A digital copy of the proxy statement dated May 27, 2020, is also available for your review. You may access that document by clicking on the link named Proxy Statement. Now we will turn to the formal business of the meeting. There are 4 proposals on today's agenda: first, the election of 3 Class III directors; second, the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year; and third, the approval on an advisory basis of the compensation of the company's named executive officers; and fourth, the approval on an advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. Detailed information concerning each of these proposals is contained in the company's proxy statement. A question-and-comment period will follow the presentation of the 4 proposals. During that period, your questions and comments should be limited to the proposals. Following this initial question-and-comment period, the polls will be open for voting. Later in the meeting, there will be a general question-and-comment period. If you registered with your control number, you may ask questions during the meeting by clicking on the chat box icon located on the top left-hand panel of your screen. Questions, again, may not be asked orally. Mr. Saltz, the secretary of the meeting, has received an affidavit of mailing establishments that notice of the meeting was duly given to the company's stockholders as of May 14, 2020, the record date for the meeting commencing on May 27, 2020. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of the meeting. A complete list of the company's stockholders as of the record date has been available at the company's headquarters. Mr. Saltz will now report on the presence of quorum for the meeting.

As of the record date, there were 107,406,428 shares of the company's common stock issued and outstanding and entitled to vote at the meeting. [ Craig Colosso ] of American Stock Transfer & Trust Company has been appointed the inspector of election for the meeting, and the company has received his written oath to faithfully execute his duties as inspector of election. Based upon the preliminary report of the inspector of election, the holders of approximately 82.2% of outstanding shares entitled to vote at the meeting are represented in person or by proxy and a quorum is present.

Thank you. We'll now proceed with the business of the meeting. The first item of business is the election of the 3 Class III directors to hold office until the 2023 Annual Meeting of Stockholders, subject to the election and qualification of their respective successors. The Board's nominees are Ms. Lisa L. Troe, Mr. Doug Knopper and myself. Other nominations must be made within the time frames and in accordance with the procedures set forth in the company's bylaws, and no other nominations have been made. Therefore, no further nominations may be made at this time, and I declare the nominations closed. The second item of business is the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the current fiscal year. The Audit Committee appointed Deloitte as the company's independent registered public accounting firm for the current fiscal year. The representatives from Deloitte here today have advised me that they have no formal statements to make but they will be available during the questions-and-comments period to respond to appropriate questions from stockholders. The third item of business is the approval on an advisory basis of the compensation of the company's named executive officers. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act of 1934 as amended, the company's stockholders are entitled to vote to approve on an advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement in accordance with the SEC rules. This vote is not intended to address any specific item of compensation but rather the overall compensation of the company's named executive officers and the philosophy, policies and practices described in the proxy statement. The compensation of the company's named executive officers subject to the vote is disclosed in the executive compensation tables and the related narrative disclosure contained in the proxy statement. The Board recommends that the stockholders vote in favor of this proposal. The fourth item of business is the approval on an advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. The Dodd-Frank Act and Section 14A of the Exchange Act also enabled the company's stockholders at least once every 6 years to indicate their preference regarding how frequently the company should solicit a nonbinding advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement. Accordingly, the company is asking stockholders to indicate whether they would prefer an advisory vote every year or every other year or every 3 years. The Board of Directors believes that an annual advisory vote on the compensation of the company's named executive officers will allow our stockholders to provide timely and direct input on our executive compensation philosophy, policies and practices, which is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters. We will now proceed to the question-and-comment period for agenda items. As I've said, questions and comments at this time are limited to the specific proposals. As a reminder, if you registered with your control number, you may ask questions by clicking on the chat box icon located on the top of the left-hand panel of your screen. The floor is now open for stockholder questions or comments.

Thank you, Paul. There are no questions or comments on the agenda items. It is now 3:13 p.m. and the polls are open. If you previously voted by proxy, whether by mail, telephone or Internet, you should not vote today by ballot unless you wish to change your vote. As a reminder, if you are voting today, please make sure you have your control number included on the notice of Internet availability or the proxy card or voting instruction form, and click the voting proxy site link on the left-hand side of your screen. We will provide additional time for the submission of voting. [Voting]