Rackspace Technology, Inc. (RXT) Earnings Call Transcript & Summary

Thank you for joining us for the Annual Meeting of the Shareholders of Rackspace Technology. I'm Aaron Sobel, acting Chairman of the Board of Directors. And at this time, I'll call this meeting to order. This shareholder meeting is taking place solely on the Internet via webcast. This webcast incorporates shareholder validation capabilities that any shareholder can vote in real-time during the meeting until we announce that the polls are closed. And any shareholder may submit a question through the online portal while the meeting is in progress. All shareholders received a 12-digit control number with their proxy. If you entered the meeting using it the 12-digit control number, you can vote online until the time the polls close. The polls to vote online are now open. An agenda that outlines the order of business for the meeting has been made available. The matters on which the shareholders of the meeting are voting are 2. Proposal 1, elect 3 Class I directors in each case for a 3-year term expiring at the annual meeting to be held in 2024. Proposal #2, approve the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC. Proposal 3, propose how frequently a stockholder advisory vote on the company's executive compensation. Proposal #4, ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the year ending 2021. We are joined today by members of our Board of Directors and the executive leadership team, including Kevin Jones, Chief Executive Officer; Amar, President and Chief Financial Officer; and Holly, Chief People and Legal Officer and Corporate Secretary. We are also joined by John Cummins, a representative for PricewaterhouseCoopers, our independent auditors. Holly, the Chief People and Legal Officer of the Company, will serve as Secretary of the meeting and record the proceedings. She has delivered an affidavit of mailing from Broadridge, which states that on April 2, 2021, notice of the meeting and notice of Internet availability of proxy materials was mailed to all stockholders of record as of the close of business on March 15, 2021, which was the record date fixed by the Board of Directors for this meeting. This affidavit is available if any stockholder wishes to examine it and will be filed within minutes of this meeting. I hereby appoint Stefanie Box, Vice President and Deputy General Counsel of Rackspace Technology as Inspector of Election for the meeting and any adjournment or postponement of the meeting. She signed an oath to act as an Inspector of Election and this oath will be filed within minutes of the meeting. The inspector has the stockholder list of the company as of the close of business on the record day for determining stockholders eligible to vote at the meeting, which shows that the stockholders and their respective number of shares entitled to vote at this meeting. This list is available to any stockholder, who wishes to examine it and will be filed within minutes of this meeting. The Inspector of Election has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. Mr. Joe Crivelli, our Vice President of Investor Relations, will now discuss the procedures for transacting the business of this meeting.

Good afternoon. The meeting will take place as described in the agenda. If you have any questions on any agenda items, please ask them in the question section of the annual meeting portal. We'll pause a moment now for you to enter your questions. Mr. Chairman, we have no questions now.

Thank you, Joe. Proposal #1 is the election of 3 Class I directors of the company. The proxy statement listed the company's nominees for Director. The candidates for Director who have been nominated to serve as Class I directors by the company's Nominating and Corporate Governance Committee and Board of Directors are Susan Arthur, Jeff Benjamin and Aaron Sobel. A motion to vote is now in order.

My name is Kevin Jones, shareholder and Chief Executive Officer of the Company, and I move that each of the nominated directors be elected as Class I directors.

My name is Holly Windham, a shareholder and the Chief Legal and People Officer of the company, and I second the motion.

If you've not already voted or if you wish to change your vote, please do so now. [Voting]

Proposal #2 is to approve 2020 compensation of the company's named executive officers. This proposal is nonbinding shareholder advisory vote. The company's executive compensation is discussed in the proxy statement. A motion to vote on a stockholder advisory vote on executive compensation as described in the proxy is now in order.

My name is Dhiren Fonseca, a shareholder of the company, and I move to approve the executive compensation as discussed in the proxy statement.

My name is Kevin Jones, a shareholder of the company, and I second the motion.

I hereby declare the polls open to vote on the motion. If you have not already voted or if you wish to change your vote, please do so now. [Voting]

Proposal #3 is to vote on the frequency of holding a stockholder advisory vote on executive compensation. This proposal is a nonbinding stockholder advisory vote. This proposal and the options for the frequency of holding this vote are discussed in the proxy statement. A motion to vote on the frequency of holding a stockholder advisory vote on executive compensation, as described in the proxy statement is now in order.

My name is Kevin Jones, a shareholder of the company, and I move to approve the say on pay frequency vote, as discussed in the proxy statement.

My name is Holly Windham, a shareholder of the company, and I second the motion.

Proposal #4 is to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the year ending 2021. The appointment of PricewaterhouseCoopers is discussed in the proxy statement. A motion to ratify the auditor appointment as described in the proxy statement is now in order.

My name is Kevin Jones, a shareholder of the company, and I move to ratify the auditor appointment as described in the proxy statement.

My name is Holly Windham, a shareholder of the company, and I second the motion.

I hereby call the question and declare the polls open to vote on the motion. If you have not already voted or if you wish to change your vote, please do so now. The polls will be closing momentarily. [Voting]

The polls are now closed. At this time, I would like to open the meeting to any questions that stockholders may have. If you have any questions relating to this company, but not to the matters already voted on the meeting, you may raise them while the vote is being tabulated. Only matters that may concern all stockholders should be raised at this time.

Please ask any questions in the question section of the annual meeting portal. Mr. Chairman, there are no questions at this time.

I understand that the votes have been counted and the preliminary report of the Inspector of Election has delivered to the company. Inspector of Election, will you please announce the results of the stockholders' vote?

Proposals 1, 2 and 4 were approved. And with respect to proposal 3, the outcome on the advisory vote with the future advisory votes to approve executive compensation would be held on an annual basis.

I hereby request that the final report of the inspector of election be filed within minutes of the meeting. You have now heard the results of the meeting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before this meeting, a motion to adjourn the meeting is now in order.

My name is Kevin Jones, a shareholder of the company. I hereby move that this meeting be adjourned.

My name is Holly Windham, a shareholder of the company, and I second the motion.

All in favor of the motion of adjournment, please signify by saying Aye.

Aye.

Aye.

Aye.

Those opposed, please signify by saying, no. The motion has been carried. I hereby declare this meeting adjourned. I would like to thank this opportunity -- I would like to take this opportunity to thank you for your attendance and interest.