TriplePoint Venture Growth BDC Corp. (TPVG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It is a pleasure to welcome you to the 2021 Annual Meeting of the Stockholders of TriplePoint Venture Growth BDC Corp. I am Jim Labe, Chairman of the Board of Directors and Chief Executive Officer of the company, and I will be presiding at this meeting. This meeting was called to be held at 10 a.m. Pacific Time today. It being 10:00 a.m., I will now call the meeting to order pursuant to the bylaws of the company and written notice to all stockholders. At this time, I would also like to introduce certain of our key members of the management team and our Board of Directors in attendance today. Sajal Srivastava, our President, Chief Investment Officer, Treasurer and Secretary and one of our Directors. Gilbert Ahye, one of our Directors; Steven Bird, one of our Directors; Stephen Cassani, one of our Directors; Cynthia Fornelli, one of our Directors; Chris Mathieu, our Chief Financial Officer; and Carl Rizzo, our Chief Compliance Officer. Also attending this meeting is Robert Lee of Deloitte, our independent auditors. Although Mr. Lee, as Deloitte's representative has indicated that Deloitte does not wish to make a statement, he is available to respond to appropriate questions submitted during the annual meeting. You are participating in this meeting virtually. We are pleased to hold our Annual Stockholders' Meeting virtually as we aim to increase access and participation amid continuing global health concerns. Stockholders may submit questions at any time during this meeting in the space provided in the virtual meeting screen. Questions from stockholders should pertain to the proposals being considered and otherwise comply with the rules of conduct for the meeting. Questions submitted by stockholders relating to other matters will be addressed following the meeting at another time, if appropriate. If there are any matters of individual concern to a stockholder, they should be raised after the meeting. Pursuant to the company's bylaws, Mr. Mathieu has been appointed to serve as the Inspector of the Election for this meeting. I request that he file his oath of office with Mr. Srivastava, who is serving as the Secretary for this meeting for inclusion in the records of this meeting. In terms of the format for today's meeting, we will first conduct the voting on the matters set forth in the company's proxy statement, which was previously mailed to each of the stockholders. The proxy statement and proxy card, including the Notice of Annual Meeting of Stockholders was first mailed to stockholders of record on or about March 9, 2021. Will the Corporate Secretary please report on the proof of notice of meeting?

Thank you, Jim. I have an affidavit of mailing from Broadridge Financial Solutions, Inc. certifying as to the giving of notice of this annual meeting and ascending to stockholders of record as of March 8, 2021, the notice of availability of proxy materials or the notice of annual meeting, proxy statement and proxy card, which Broadridge commenced distributing to stockholders on March 9, 2021. I also have a copy of the company's 2020 annual report, which includes financial statements certified by Deloitte. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting and an electronic copy of the annual report is available on the company's website. The Notice of Meeting and the affidavit of mailing, together with the attachments thereto, and the 2020 annual report will be filed with the recordings -- with the records of meeting.

I would like to next call your attention to the order of business for the meeting. The businesses to be transacted to vote on: one, the proposal to elect 2 Class 1 directors who each serve on the company's Board of Directors until the company's 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; and two, the proposal to ratify the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Mr. Srivastava and I have each been appointed as a proxy to vote the shares of all stockholders of the company who have properly returned their proxy cards to be voted at this meeting or otherwise properly submitted instructions. Sajal, will you please present the report on attendance at this meeting so that we can determine whether a quorum is present.

On March 8, 2021, the record date for the annual meeting, there were outstanding and entitled to vote a total of 30,881,965 shares of the company's common stock. The Inspector of Election has indicated that of the shares entitled to vote at this annual meeting, there are 21,045,730 shares present in person, by proxy or by attorney or approximately 68.14%. Therefore, a quorum of the stockholders of the company is present at this meeting, and this meeting has been properly convened at 10:00 a.m. on May 13, 2021.

Thank you. We will now proceed to vote. I declare the polls open at 10:07 a.m. on May 13, 2021. All TPVG 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 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. Since no stockholder nominations or proposals were properly filed with the secretary of the company in advance of this meeting, as provided in the company's bylaws, the business of this meeting is limited to the foregoing 2 matters. The first item of business is to elect 2 Class 1 directors who will each serve on the company's Board of Directors until the company's 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Information concerning the nominees' principal occupation, their service with the company and other matters that may be of interest are contained in the proxy statement. On behalf of the Board of Directors, I confirm that the following persons have been nominated for election by the Board of Directors as Class 1 directors, each of whom is currently serving as a Director of the company; Sajal K Srivastava, Stephen A. Cassani. I hereby declare the nominations closed. The second item of business, which is to consider and act upon the proposal to ratify the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposals as to the nomination for election of Class 1 directors of the company and the ratification of the appointment of an independent registered public accounting firm for the company are now presented before this meeting. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, I will now entertain a motion that the polls be closed.

I move that the polls be closed.

I second the motion.

The polls are now closed. The Inspector of Election has delivered his preliminary report. Mr. Mathieu, would you please announce the preliminary results of the voting?

We received 9,438,990 votes for and 289,775 votes withheld from the election of Sajal K Srivastava, and we received 7,078,431 votes for and 2,650,330 votes withheld from the election of Stephen A. Cassani. Accordingly, each nominee has received the affirmative vote of holders of a plurality of the votes cast and the election of Class 1 directors at this meeting. Secondly, with respect to the ratification of the appointment of Deloitte & Touche, LLP, we received 20,633,275 for and 246 -- I'm sorry, 243,096 votes against and 169,359 votes to abstain. Accordingly, Deloitte & Touche, LLP have received the affirmative vote of holders of a majority of all the votes cast on this matter at this meeting. These are preliminary tabulations, and all votes cast during today's meeting will be included in the final tabulation. It is not anticipated that the votes cast virtually during this meeting today will change the outcome. We will file my final report as the Inspector of Election with the records of this meeting. We expect to report the results of the voting on Form 8-K to be filed with the SEC within the next 4 business days of this meeting. Accordingly, Mr. Srivastava and Mr. Cassani, the Class 1 Director nominees have been reelected and the appointment of Deloitte & Touche, LLP has been ratified.

That concludes the formal business at our annual meeting. Mr. Srivastava, please safeguard the notice of Annual Meeting of Stockholders and proof of mailing thereof. Please also safeguard the proxies voted at this meeting, including the ballot cast for the number of shares represented by the Proxy Committee and also the oath and certificate and report of the Inspector of Election and maintain them among the records of the company. I will now entertain a motion to adjourn this meeting.

I move that the meeting be adjourned.

I second the motion.

This meeting is now hereby adjourned at 10:12 a.m. Pacific Time. We will now answer any questions submitted during the annual meeting. [Operator Instructions].

It looks like we have a few folks that have submitted questions. We'll wait just a second to let them gather. Mr. Chair, after a review of the questions that are -- have been submitted, there doesn't seem to be any related specifically to the annual meeting proposals. For any of the questions submitted that do not relate to the annual meeting, with your permission, we'll follow up separately with those individual stockholders following the meeting. And I'll turn it back to you.

Okay. I'd like to then thank everyone for their attendance at this meeting and wish that they have a great day. This concludes our meeting. You may now disconnect. Thank you. Goodbye.