Palo Alto Networks, Inc. (PANW) Earnings Call Transcript & Summary

Welcome to the Palo Alto Networks Inc. 2020 Annual Meeting of Stockholders. I will now turn the call over to your host, Nikesh Arora, Chairman and CEO of Palo Alto Networks.

Good morning, ladies and gentlemen. I am Nikesh Arora, Chairman and CEO of Palo Alto Networks. And it is a pleasure to welcome you to our 2020 Annual Meeting of Shareholders. I will be presiding as Chairman of the meeting. In light of the evolving public health and safety considerations posed by the COVID-19 pandemic, we're holding our annual stockholders' meeting virtually this year. We will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to respond to as many as possible. [Operator Instructions] First, let me introduce our directors and officers who are with us today. From our Board of Directors, we have Mary Pat McCarthy, Asheem Chandna, John Donovan, Carl Eschenbach, Mark McLaughlin, Sir John Key, Dan Warmenhoven and Nir Zuk. And our corporate officers joining us today are Luis Felipe Visoso, our Chief Financial Officer; Nir Zuk, our Chief Technology Officer; Lee Klarich, our Chief Product Officer; and Rebecca Chavez, our Deputy General Counsel. Also with us today are Dave Cabral and Katie Tobin from Ernst & Young LLP, our independent registered public accounting firm; and Jose Macias and Arjun Adusumilli from Wilson Sonsini, our outside counsel. We will be conducting the formal business of the meeting first, followed by an opportunity for stockholders to ask questions. The agenda and rules of conduct are posted on the Web portal. In order to ensure that the business of the meeting proceeds efficiently, we ask that you observe those rules. I'll now turn the meeting over to Rebecca Chavez, our Deputy General Counsel, who will conduct the formal business of the meeting.

Thank you, Nikesh. The meeting is now called to order. I have an affidavit certifying the mailing of the proxy materials on or about October 20, 2020, to all stockholders of record at the close of business on October 13, 2020. As authorized by the Board of Directors, I hereby appoint Kathy Blackwell as the inspector of election for this annual meeting. The inspector of election has signed an oath of office. The affidavit of mailing and the oath of inspector of election will be filed with the minutes of this meeting. The inspector of election has advised me that we have present virtually and by proxy a sufficient number of shares to constitute a quorum. The meeting is duly constituted. If you have previously sent in your proxy or voted via telephone or Internet and you do not intend to change your vote, you do not need to take any further action. Your vote will be counted. If you are eligible to vote and have not done so or if you want to change your vote, you may vote by clicking on the voting button on the Web portal and following the instructions there. The first item of formal business is the election of Nikesh Arora, Carl Eschenbach and Lorraine Twohill as Class 3 directors. The second item of formal business is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2021. The last item of formal business is to hold an advisory vote on executive compensation. The Board of Directors recommends that stockholders vote in favor of each of these 3 proposals. The proxies solicited by the Board of Directors will be voted in favor of these proposals unless otherwise instructed by the stockholders. We will proceed to vote. The time is now 10:07 a.m., and the polls are now open for voting. If you are eligible to vote and have not done so or if you want to change your vote, you may vote by clicking on the voting button on the Web portal and following the instructions there. If any stockholder would like to ask a question regarding any of the proposals or voting procedures, please submit your questions through the Web portal. If you are voting, please ensure you have submitted your vote. [Voting]

The time is now 10:08, and the polls are now closed. The inspector of election will count the vote. At this time, I'd like to ask the inspector of election to report on the preliminary results of the voting.

Thank you, Rebecca. Regarding proposal #1, the election of directors, each of the directors received the requisite votes in favor of their election. Regarding proposal #2, the ratification of Ernst & Young as the company's independent auditor, over 98% of the vote was in favor of the ratification. Regarding proposal #3, the advisory vote on executive compensation as described in the proxy statement, it did not receive the requisite votes to approve.

The inspector of election will conduct a final count of all votes on these matters, and the final results will be included in the minutes of this meeting and in our current report on Form 8-K announcing the results of this meeting. This concludes the formal business of the meeting, and the meeting is adjourned. As no questions have been submitted through the portal, I'll now turn it over to Nikesh Arora.

Ladies and gentlemen, I want to thank all of you for attending today's virtual meeting and for the interest you've shown in the affairs of our company. We very much appreciate your attendance, and as always, thank you for your support. This meeting is now closed.