Rimini Street, Inc. (RMNI) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. And welcome to the 2020 Annual Meeting of Stockholders of Rimini Street, Inc. My name is Seth Ravin. I'm the company's Chief Executive Officer and Chairman of the Board, and will act as Chairman of the company's 2020 Annual Meeting of Stockholders. I'm happy to welcome each of you and the company is pleased to have each of you in attendance. As you're aware from the notice of the 2020 Annual Meeting of Stockholders, we're conducting this year's Annual Meeting by means of a live virtual-only online webcast in order to protect the health and well-being of our stockholders, Directors, employees and other stakeholders and in accordance with recommendations issued by various public health officials in response to the evolving COVID-19 pandemic. [Operator Instructions] We will respond to Stockholder questions as appropriate in a Q&A session following the formal portion of the meeting. I will now introduce the other members of the Board of Directors who're in attendance today through our virtual meeting platform: Peggy Taylor, Lead Independent Director and Chair of the Compensation Committee; Tom Ashburn, Chair of the Nominating Committee; Jack Acosta, Chair of the Audit Committee; Robin Murray; Antonio Bonchristiano and Steve Capelli. Also in attendance is Jay Snyder, who is the first-time nominee for election to our Board this year's Annual Meeting. The other members of the company management, who are in attendance today in their official capacities are: Stanley Mbugua, GVP and Chief Accounting Officer; Dan Winslow, EVP, Chief Legal Officer and Corporate Secretary; Dean Pohl, Vice President of Investor Relations; Glenn Groshans, GVP and Chief of Staff, Office of the CEO; and Andrew Terry, GVP and Associate General Counsel, Corporate. I would also like to introduce Celeste Peiffer, Senior Corporate Counsel, Governance and Securities, who will act as Secretary for this meeting. Finally, in attendance today from KPMG LLP, the company's independent registered public accounting firm, are Lea Lind and Natasha [ Tighe ]. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of Annual Meeting and proxy statement. As previously mentioned, after the formal part of the meeting, we will address any questions from stockholders. Will the secretary of the meeting please report at this time with respect to the record date, stockholders list and the mailing of the notice of the Annual Meeting?

Thank you, Seth. April 17, 2020, was set by resolutions of the Board of Directors as the record date for today's Annual Meeting. We have available for inspection, on the virtual meeting platform, a complete list of the stockholders of record of the company's common stock and a complete list of the stockholders of record of the company's 13% Series A redeemable convertible preferred stock, in each case, as of April 17, 2020, the record date for this meeting. These list of stockholders have been made available for inspection by any stockholder for any purpose germane to the Annual Meeting during the past 10 days by contacting the company's Investor Relations department. We also have affidavit to the company's transfer agent, Continental Stock Transfer & Trust Company, certifying the proper mailing of the notice of Annual Meeting, and require documentation to the stockholders of record of the company's common stock and the stockholders of record of the company's Series A preferred stock as of the record date.

Thank you, Celeste. Will the Secretary please report on the topic of the inspector of election of this meeting?

Yes, Seth. Our Board has appointed Daniel Winslow to act as inspector of election at this meeting. He has taken and subscribed the customary oath of office to execute the duties of inspector of election with strict impartiality. We will file this oath with the records of the meeting. The function of the inspector of election is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes.

Thank you, Celeste. Will the Secretary please report at this time with respect to the existence of a quorum?

We have been informed by the inspector of election that immediately prior to the meeting, proxies have been received for a combined 63,485,380 outstanding shares of Rimini Street, Inc. common stock and Series A preferred stock on an as converted basis. Collectively, the votes for which these proxies were received represent approximately 75.7% of the combined voting power of the company's outstanding capital stock, and this constitutes a quorum for the meeting today.

Thank you, Celeste. We will now proceed with the formal business of this meeting. There are 2 proposals to be considered by the stockholders at this meeting, which I will summarize and are more fully described in the proxy statement for this meeting, which has been filed with the Securities and Exchange Commission and mailed to our stockholders. The first item of business is the election of 3 Class III Directors to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified. This proposal is described in detail in the notice and proxy statement delivered to stockholders in connection with this meeting. The Class III Director nominees are myself, Seth Ravin; Steve Capelli, and Jay Snyder. We will now address the second item of business. The second item of business is the ratification of the appointment, by the Audit Committee of the company's Board of Directors, of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. This proposal is described in detail in the notice of proxy statement delivered to stockholders in connection with this meeting. Please note that was the final proposal for today's meeting. The secretary will now open the polls and describe the voting procedures.

Thank you, Seth. It is now 12:07 p.m. Pacific Time on June 3, 2020, and the polls for voting on all matters are open. [Voting]

All company's stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you wish to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide his preliminary report. As a reminder, each share of common stock is entitled to 1 vote. Each share of the company's Series A preferred stock is entitled to 100 votes per share. The polls are about to close. If you have not voted, please do so. And with that, since everyone has now had the opportunity to vote, it is now 12:08 p.m. Pacific Time, and the polls are now closed. Dan, as our designated inspector of election at this meeting, we now request you to deliver your preliminary report, and may we have the results of the voting?

Yes. Thank you, Celeste. The preliminary report of the inspector of election covering the proposals presented at this meeting is as follows: On Item 1, the nominees for election to the Board, Seth Ravin, Steve Capelli and Jay Snyder, have each been duly elected. On number two, the proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has also been approved. We will file the final report of the inspector of election with the records of this meeting, and we expect to report a full tally of the votes on a current report on Form 8-K to be filed with the SEC within 4 business days of today's meeting.

Thank you, Dan. Mr. Chairman, at this point, all items on the agenda for today's meeting have been addressed.

Thank you, Dan. Thank you, Celeste. This concludes the official business of the meeting, and the 2020 Annual Meeting of stockholders is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. [Operator Instructions]

Thank you, Seth. No questions have been submitted.

Thank you, Dean. Then the Q&A period has now ended. I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of our company. We will now end the virtual meeting.