TriNet Group, Inc. (TNET) Earnings Call Transcript & Summary

Thank you for joining the TriNet Group Annual Meeting of Stockholders. Turning it over to Burton Goldfield, President and Chief Executive Officer.

Good morning. I am Burton Goldfield, President and Chief Executive Officer of TriNet, and it is my pleasure to welcome you to the TriNet Group, Inc. 2020 Annual Meeting of Stockholders. I am conducting this meeting at the instruction of our Chair, Mr. David Hodgson. The meeting will now officially come to order. Each stockholder was given an agenda for today's meeting. We will proceed with the formal business of the meeting as set forth in this agenda. After adjournment of the formal part of our meeting, we will give you an opportunity for questions and discussion. [Operator Instructions] Before proceeding to the business of this meeting, I would like to make certain introductions. First, I would like to introduce the other members of the Board of Directors who are in attendance at the meeting today: David Hodgson, Michael Angelakis, Katherine August-deWilde, Martin Babinec, H. Raymond Bingham, Paul Chamberlain, Kenneth Goldman, Shawn Guertin, Jacqueline Kosecoff, Wayne Lowell. In addition, we have attendance today by Samantha Wellington, our Chief Legal Officer and Secretary, who will act as secretary for this meeting. Mike Murphy, our interim CFO; Jimmy Franzone, our SVP of Strategy; Ed Griese, our SVP of Insurance Services; Olivier Kohler, our Chief Operating Officer; and Catherine Wragg, our Senior Vice President of HR. Also present today are representatives from Deloitte & Touche LLP, our independent registered public accounting firm, James Bodner and Lindsey Cooper. Prior to this meeting, we asked if they wish to make any statements at today's meeting and they indicated that they will not make a formal presentation. Ms. Wellington, Secretary of the company, will now report on the mailing of the Notice of the Meeting and the stockholders list.

Thank you, Burton. This meeting is held pursuant to a notice that was dated April 23, 2020. I have an affidavit certifying that on April 23, 2020, the notice of the Annual Meeting of Stockholders of the company and proxy statement for this meeting was deposited in the United States mail to all registered stockholders of record at the close of business on April 6, 2020. All documents concerning Notice of the Meeting will be filed with the records of the meeting. I also have at this meeting a complete list of the stockholders of record of the company's common stock on April 6, 2020, the record date for this meeting. All shareholders of record at the close of business on the record date are entitled to vote at the annual meeting. A proof of mailing and the list of stockholders entitled to vote at this meeting are both available for inspection by any stockholder wishing to do so.

Thank you, Samantha. At this time, I'd like to introduce [ Trish Hodgson ] from Broadridge. Our Chair, Mr. Hodgson, has appointed [ Ms. Hodgson ] to act as inspector of election at this meeting. [ Ms. Hodgson ] has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualification of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

Yes. The shareholder list shows that holders of 68,250,275 shares of common stock of the company are entitled to vote at this meeting. I have been informed by the inspector of elections that proxies have been received for 64,761,135 shares of common stock, which represents 94.89% of all shares entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

I hereby declare that a quorum is present at this meeting and this meeting will be duly convened for the purposes of transacting such businesses as may properly come before it. There are 3 proposals listed in the proxy statement to be considered by the stockholders at this meeting.

Messrs. Hodgson and Goldfield, the time is now 9:06 a.m. Pacific Time on June 4, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we review the matters to be voted on by the stockholders at this meeting.

The first item of business is the election of 3 directors to serve until 2023 annual meeting or until their successors are elected. The nominations for director recommended by the Board of Directors are Mr. Michael J. Angelakis, Mr. Burton M. Goldfield, and Mr. David C. Hodgson, and Dr. Jacqueline Kosecoff. Information about these nominees is in the proxy statement for this meeting. Nominations are now in order.

I nominate Mr. Angelakis, Mr. Goldfield, Mr. Hodgson and Dr. Kosecoff as directors.

Is there a second to these nominations?

I second the nominations.

It has been moved and seconded that the nominees be elected directors of TriNet. The second item of business today is the advisory vote on the executive compensation of the company's named executive officers as described in the company's proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: resolve that the compensation paid to TriNet's named executive officers, as disclosed, pursuant in Item 402 of Regulation S-K, including in the compensation discussion and analysis, compensation tables and narrative discussion in the TriNet Group, Inc. proxy statement for the 2020 Annual Meeting of Stockholders is hereby approved. Is there a motion to approve the executive compensation of the company's named executive officers as described in our proxy statement?

I move that the executive compensation of the company's named executive officers, as described in our proxy statement, be approved on an advisory basis.

Is there a second to this motion?

I second the motion.

It has been moved and seconded that the executive compensation of the company's named executive officers, as described in our proxy statement, be approved on an advisory basis. The third item of business today is the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2020. Is there a motion to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020, as described in our proxy statement?

I move that the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020, as described in our proxy statement, be ratified.

Is there a second to this motion?

I second the motion.

It has been moved and seconded that the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020, as described in our proxy statement, be ratified.

Thank you, Burton. Voting is by proxy and written ballot. You may, but you do not need to, vote live if you have already sent in your signed proxy. If there is anyone, whether or not you already submitted a proxy, who now wants to vote live, please log in with your 16-digit control number from your notice and submit your vote. Each share of common stock is entitled to one vote. [Voting]

May we have the results of the voting.

The time is now 9:10 a.m. The polls are closed to voting, and the report of the inspector of election covering the proposals presented at this meeting is as follows: Mr. Michael J. Angelakis, Mr. Burton M. Goldfield, Mr. David C. Hodgson and Dr. Jacqueline Kosecoff are the 4 nominees who have received affirmative votes of a plurality of TriNet's outstanding shares of common stock present and entitled to vote at this meeting. And the motion to elect Mr. Angelakis, Mr. Goldfield, Mr. Hodgson and Dr. Kosecoff as Directors of TriNet to serve until the 2023 annual meeting or until their successors are elected has been approved. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers has received the affirmative vote of a majority of TriNet's outstanding shares of common stock present and entitled to vote at this meeting. And the motion has been approved. The selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K that will be filed with the SEC within 4 business days after the end of the meeting. If not earlier reported, we do expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us.

I hereby declare that all the nominees for director have been duly elected. I also hereby declare that the advisory vote on the executive compensation of the company's named executive officers has been duly approved on an advisory basis. I also hereby declare that the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. This concludes the formal portion of today's meeting. Is there a motion that the meeting be adjourned?

I move that the meeting be adjourned.

Is there a second to this motion?

I second the motion.

It has been moved and seconded that the meeting be adjourned. Is there any opposition to the motion? I declare the meeting adjourned. At this time, we will entertain questions from shareholders. [Operator Instructions]

Thank you, Burton. We do not appear to have any questions from stockholders. At this time, we can wrap up the meeting and close out. Thank you so much to everyone for your attendance.

Thank you. Bye now.

Ladies and gentlemen, this concludes today's call. You may now disconnect.