Super Micro Computer, Inc. (SMCI) Earnings Call Transcript & Summary

Welcome to this Annual General Meeting of Stock Shareholders of Super Micro Computer, Inc. It's now 2 p.m., and the meeting is now called to order. My name is Charles Liang, I'm the Chairman of the Board and CEO of Super Micro. This meeting is held pursuant to our bylaw and meeting notice to all shareholders. In accordance with this bylaw, I will be presiding over this meeting. During this meeting, any question from shareholders, should pertain only to the proposal being considered. [Operator Instructions] We will not be conducting a general question-and-answer section at this year's meeting. After dealing with a few procedural matters, we will take up the items to be acted upon. Many of our directors are presented today telephonically. In addition, also present David Weigand, our Chief Financial Officer and Corporate Secretary; Susan Miller of CT Hagberg LLC who will serve as the inspector of elections; and Michael Fadi of Deloitte & Touche, our independent registered public accounting firm. Although Mr. Fadi would not be making a general statement, he is available to respond to appropriate questions submitted in the space provided on the virtual meeting screen. I will now turn the meeting over to our Chief Financial Officer, David Weigand, who will review the requirements for the meeting and proposal under considerations by shareholder. David?

Thank you, Charles. We have an affidavit from Broadridge, a corporate services company that is assisting us with the meeting, certifying each shareholder of record and each identifiable beneficial owner as of April 14, 2021, which is the record date for this meeting, was mailed on or about April 23, 2021. An official notice of this meeting, a proxy statement, a proxy card and other materials necessary to vote at this meeting, and such materials are available on the website used to access this meeting. Additionally, the list of stockholders entitled to vote at this meeting has been open to the examination of stockholders at the company's executive offices for more than 10 days prior to this meeting as required by Delaware Law, and is available for inspection on the website used to access this meeting by any stockholder during this meeting. Various affidavits regarding the mailing of the proxy materials and the maintenance of the stockholder lists and the oath and certificate of the inspector will be filed with the minutes of this meeting. The named proxies for this meeting are Charles Liang and myself. If you have returned a proxy with your vote prior to the meeting, the proxy holders will vote your shares as you indicated on the proxy. After the votes for all matters are collected and tabulated, the polls will be closed, and I will ask the inspector of elections to provide the preliminary results of such voting. Susan Miller of CT Hagberg LLC, is hereby appointed to serve as the inspector of elections, and she will determine the presence of a quorum and tabulate the results of voting. She has filed an oath of office with me for inclusion in the minutes of this meeting. Ms. Miller has informed me that she has examined the proxies received prior to the meeting and has reported that more than 50% of the company's common stock outstanding and entitled to vote of this meeting are represented by proxies. Therefore, a quorum is present for the transaction of business of this meeting in accordance with our bylaws. Since the requirements for calling this meeting have been duly observed, and there are represented here more than the necessary number of shares of the outstanding common stock of our company to constitute a quorum, I hereby declare this meeting to be duly constituted for the transaction of all business. The polls for voting on all matters are open. All 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 want to change your previously cast vote, please do so on the website used to access this meeting. Please remember that if you have not already voted by proxy -- if you have already voted by proxy, it is not necessary to vote again by online ballot. After voting has been completed on all matters on the agenda, the ballots will be collected and counted. The inspector of elections will collect any ballots submitted online during this meeting. The formal business of this meeting is listed on the notice of this meeting and proxy materials that were provided to stockholders. To briefly review the agenda items for today, we will consider 3 items: a, is a proposal to elect a Class II Director; b, a proposal to approve on a nonbinding basis compensation of our named executive officers; and c, a proposal to ratify the Board's selection of Deloitte & Touche LLP as independent auditors for fiscal 2021. The first matter to be voted upon is the election of the Class II Director. Stockholders have been asked to elect 1 Class II Director to hold office until the annual meeting following fiscal year 2023 or until her successor is duly elected and qualified. The Board of Directors recommends the election of Sara Liu as Class II Director. No other nominations have been received in accordance with the company's bylaws, and the nominations for Class II Director are closed. The second order of business concerns providing shareholders with the opportunity to vote to approve on a nonbinding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement. The Board recommends a vote for such approval and the adoption of the following resolutions by stockholders. Resolved that the stockholders of Super Micro Computer, Inc. approved, on an advisory basis, the compensation of the company's named executive officers as disclosed in the company's proxy statement for the annual meeting pursuant to the compensation disclosure rules of the Security and Exchange Commission, including the compensation, discussion and analysis, the compensation tables and the related narrative discussion. The third order of business concerns the ratification of the appointment of the company's independent registered public accounting firm. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021. The Board of Directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP. If you have any questions regarding proposals 1 to 3, please submit them now. There were no questions which have been submitted via the website. Pursuant to the company's bylaws, only business that has been properly brought before this annual meeting can be transacted at this annual meeting. Stockholders who wish to bring any matter of business before a meeting of the company stockholders, must comply with the requirements of our bylaws and U.S. Federal Securities laws. No stockholders provided notice with respect to any purposed business, therefore, no other business may be transacted at this annual meeting. The vote to approve each of the proposals -- a vote require to the approve each of the proposals is as follows: one, the election of Class II Director requires as to the nominee, a plurality of the votes cast by the holders of common stock present or represented by proxy and voting at this annual meeting; two, each of the votes to approve the compensation of our named executives officers on a nonbinding advisory basis; and to ratify the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of shares present in-person or represented by proxy and entitle to vote. This concludes the discussion on proposals for today's meeting. Since all those desiring to vote have done so, I hereby declare the polls closed at 2:10 p.m. Pacific Daylight time. According to the preliminary report of the inspector of elections, the nominated Class II Director has been elected to hold office until the annual meeting following fiscal year 2023 or until her successor is duly elected and qualified. In addition, stockholders have approved the compensation of our named executive officers on a nonbinding advisory basis and have ratified the appointment of the independent registered public accounting firm. The full voting results will be reported within 4 days on a Form 8-K, which will be filed with the Securities and Exchange Commission. I will now turn over the meeting to Charles Liang, our CEO, who will conclude the meeting.

Thank you for attending the meeting. This meeting is now adjourned. Thank you.