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

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. 2021 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 the meeting, I would like to make certain introductions. First, I would like to introduce you to the members of the Board of Directors who are in attendance today in addition to myself. David C. Hodgson, Dr. Jacqueline Kosecoff, Michael J. Angelakis, Katherine August-deWilde, Martin Babinec, Maria Contreras-Sweet, Myrna Soto, H. Raymond Bingham, Paul Chamberlain, Ralph A. Clark, Wayne Lowell. Also in attendance today are Samantha Wellington, our Chief Legal Officer and Secretary, who will act as Secretary for this meeting; Kelly Tuminelli, our Chief Financial Officer. Other members of my executive team are joining by phone. Also present today are representatives from Deloitte & Touche, LLP, our independent registered public accounting firm, James Bodner and Michael Marzelli. Prior to this meeting, we asked if they wish to make any statements at today's meeting, and they indicated 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 dated April 14, 2021. I have an affidavit certifying that on April 14, 2021, the notice of the Annual Meeting of Stockholders of the company and proxy statement for this meeting was deposited in the United States mail for all registered stockholders of record at close of business on March 31, 2021. All documents concerning the 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 stock -- common stock on March 31, 2021, which was 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.

At this time, I would like to introduce Suzan Miller of CT Hagberg LLC through Broadridge. Our Chair, Mr. Hodgson, has appointed Ms. Miller to act as inspector of election at this meeting. Ms. Miller 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 qualifications of the 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?

Well, the shareholder list shows that holders of 65,881,233 shares of common stock of the company are entitled to vote at this meeting. I've been informed by the inspector of election that proxies have been received for 62,295,385 shares of common stock that represents 94.55% 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 purposes of transacting such business as may properly come before it. There are 4 proposals listed in the proxy statement to be considered by the stockholders at this meeting.

Mrs. Hodgson and Goldfield, the time is now 9:06 am on May 27, 2021. Operator, you may now open the voting lines 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 4 directors to serve until 2024 Annual Meeting or until their successors are elected. The nominees for Director recommended by the Board of Directors are Ms. Katherine August-deWilde, Mr. H. Raymond Bingham, Mr. Ralph A. Clark and Ms. Maria Contreras-Sweet. Information about these nominees is in the proxy statement for this meeting. Nominations are now in order.

I nominate Ms. August-deWilde, Mr. Bingham, Mr. Clark and Ms. Contreras-Sweet as Directors.

Is there a second to these nominations?

I second the nomination.

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 to 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 2021 Annual Meeting of Stockholders is hereby approved. Is there a motion to approve the resolution and the executive compensation of the company's named executive officers on an advisory basis, as described in our proxy statement?

I move to approve the resolution as read.

Is there a second to this motion?

I second the motion.

It has been moved and seconded to approve the resolution. The third item of business today is the advisory vote on frequency of solicitation of advisory stockholder approval of executive compensation 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 company's stockholders determined on an advisory basis, the frequency, which the company's stockholders shall have an advisory vote to approve the compensation of the company's named executive officers among the following choice. Choice one, every year; choice two, every 2 years; choice three, every three years; and choice four, abstain from voting. Is there a motion to approve that the company's stockholders shall have an advisory vote every year to approve the compensation of the company's named executive officers as described in our proxy statement?

I move in favor of choice one, the company's stockholders shall have an advisory vote every year.

Is there a second to this motion?

I second the motion.

It has been so moved and seconded. The fourth item of business today is the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2021. The stockholders been asked to vote on an advisory basis on the following resolution. Resolve the stockholders hereby ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. 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, 2021, as described in our proxy statement?

I move to approve the resolution as read.

Is there a second to this motion?

I second the motion.

It has been moved and seconded.

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've 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]

The time is now 9:11 a.m. Operator, you may now close the voting lines. The polls are now closed for voting.

May we have the results of the voting?

The preliminary report of the inspector of election covering the proposals presented at this meeting is as follows: Ms. Katherine August-deWilde, Mr. H. Raymond Bingham, Mr. Clark and Ms. Maria Contreras-Sweet 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 Ms. Katherine August-deWilde, Mr. H. Raymond Bingham, Mr. Clark and Ms. Maria Contreras-Sweet as Class 1 Directors of TriNet's to serve until 2024 Annual Meeting or until our successors are elected, has been approved. The company's stockholders have approved on an advisory basis, the executive compensation of the company's named executive officers. The company's stockholders have approved on an advisory basis to hold an advisory vote every year on the compensation of the company's named executive officers. The selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified on an advisory basis. 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 to be filed with the SEC within 4 business days after the end of this 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 each of 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 resolution that the company's stockholders shall have an advisory vote every year to approve the compensation of the company's named executive officers has been 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, 2021, has been ratified on an advisory basis. This concludes the formal portion of today's meeting. Is there a motion that this 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 stockholders. Note that you may submit questions in the space provided on the virtual meeting screen.

Burton, we have no question.

Thank you very much for all of you joining us today. We appreciate your participation in today's meeting. This will end the meeting.