TrueCar, Inc. (TRUE) Earnings Call Transcript & Summary

. Good day, and welcome to the TrueCar Annual Meeting of Stockholders. I would now like to turn the call over to Mike Darrow. Please go ahead.

Good morning, ladies and gentlemen. I'm Mike Darrow, President and Chief Executive Officer of TrueCar, and it's a pleasure to be you to our 2021 Annual Meeting of Stockholders. Thank you for joining live via our internet webcast. I will act as Chair person of this meeting, and I've asked Scott Watkinson, our Deputy General Counsel, to record the minutes of the meeting. Before getting to the formal business of the meeting, let me introduce our other directors and director nominees who are joining us today. Christopher Claus, our Chairman; Robert Buce, Barbara Carbone, Erin Lantz, John Mendel, and Wesley Nichols. Also like to introduce corporate officers who are joining us Jantoon Reigersman, our Financial Officer; Elias Rokos, our Chief Technology Officer, Jeff Swart, our General Counsel, John Foster, our Chief Human Resources Officer, and Beth Mach, our Chief Consumer Officer. Also join joining us is Roxanne Fattahi, partnered at PricewaterhouseCoopers, our independent registered public accounting firm. We have with us [indiscernible] Johnson referencing with Broadridge Financial Solutions as our Inspector of Elections. Mr. Johnson signed an oath of inspector, which will be filed with the minutes of this meeting. I will now turn the over to Scott Watkinson, our Deputy counsel, who will conduct the formal part of the meeting.

This Annual Meeting is being held in accordance with our bylaws and Delaware law. During the formal meeting, we will address the matters described in our proxy statement dated April 7, 2021. We will complete the balloting and announce the preliminary results, and then the formal meeting will be adjourned. During the formal meeting, we will only respond to questions regarding the procedures for the meeting and the proposals under consideration. After we complete the formal meeting, there will be an opportunity for the stockholders to ask questions. All stockholders can submit questions while the meeting is in progress. Please stay online after the formal meeting has been adjourned to participate in the question-and-answer session. I have proof by affidavit that notice of this meeting has been duly given and that the notice of the Annual Meeting of Stockholders, proxy statement and proxy were mailed on or about April 7, 2021, to all the stockholders of record at the close of business on March 25, 2021, the record date of the meeting. The affidavit, together with copies of the notice, proxy statement and proxy, will be filed with the minutes of the meeting. The Inspector of Elections has advised me that we have present online and by proxy, a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with the business. Let me briefly describe the voting procedures. We will vote by proxy and by online ballot. Each holder of common stock is entitled to 1 vote for each share of common stock held of record at the close of business on the record date. Stockholders attending the meeting virtually may vote their shares in real time until the polls are closed. If you have already submitted a proxy to vote your shares, then you do not need to submit an online ballot unless you want to change your vote. The polls to vote online are currently open. Upon receipt of all proxies and online ballots, the polls will officially be closed. The votes cast today will be counted in the final tally along with the proxies previously received. The Inspector of Election will provide the preliminary results of the voting at the end of the meeting. Does anyone have any questions regarding voting procedures? It is now 8:34 a.m. on May 20, 2021, and the polls for each matter to be voted on at this meeting are now open. [Voting]

This is Jeff Swart, General Counsel of TrueCar standing in for Mike Darrow who is having some technical difficulties. The first item of business is the election of Class 1 directors. Our Board of Directors presently has 8 members and is divided into 3 classes, each with a 3-year term. There are 3 Class I directors, 2 Class II directors and 3 Class III directors. The Class I directors will be elected at today's meeting. Directors elected at today's meeting will hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly qualified and elected. Stockholders do not have the right to accumulate their votes in the election of directors. As indicated in our proxy statement, Our Board nominated the following 3 individuals to serve as Class 1 directors, Mike Darrow, Barbara Carbone and Erin Lantz. Each is currently serving as a director of the company. Pursuant to the notice of this annual meeting and the proxy statement dated April 7, 2021, the proxies solicited by the Board will be voted in favor of these nominees. Are there any questions concerning director elections? You should mark your ballot online on proposal 1 to indicate how you are voting. Proxies submitted with no instructions voted in favor of each of our nominees. The next item of business is to ratify the appointment of Pricewaterhouse others LLP or PwC, as our independent registered public accounting firm for the fiscal year ended December 31, 2021. The Audit Committee of the Board, which is comprised entirely of nonemployee directors, recommended that the Board appointed PwC as our independent auditors. As our independent auditors, PwC would audit our financial statements for the fiscal year ending December 31, 2021, and perform audit-related services and consultation in connection with various accounting and financial reporting matters. PwC may also perform certain nonaudit services for the company. The Board approved the selection of PWC as our independent auditors for the fiscal year ending December 31, 2021, and is asking stockholders for ratification of the selection. If stockholders do not approve the selection of PwC as our independent auditors, the Board and the Audit Committee will reconsider the appointment. The Board recommends that stockholders vote in favor of this proposal and the proxies solicited by the Board will be voted in favor of this proposal. Roxanne Fattahi is present from PwC and is available to answer any questions, any appropriate questions that you may have at this time. Are there any questions concerning this proposal? You should mark your online ballots on proposal 2 to indicate how you are voting. Proxies submitted with no instructions will be voted in favor of this proposal. The last item of business is an advisory vote to approve the 2020 compensation for our named executive officers as described in our proxy statement. Stockholders have been asked to vote on an advisory basis on the following resolution: "Resolved that the stockholders of TrueCar, Inc. approve, on a nonbinding advisory basis, The compensation paid to the named executive officers as disclosed in the proxy statement for the 2021 Annual Meeting, including the compensation, discussion and analysis, compensation tables and narrative discussion." the Compensation and Workforce Committee, which is comprised of directors who meet the requirements for independence under current NASDAQ stock market listing standards and rules, SEC rules and regulations, recommended to the Board that the advisory vote on named executive officer compensation be submitted to our stockholders. The Board recommends that stockholders vote to approve our named executive officer compensation. Are there any questions concerning this proposal? You should mark your online ballot on Proposal 3 to indicate how you are voting. Proxies submitted with no instructions will be voted in favor of this proposal. It is now 8:41 on May 20, '21 and the polls for each matter to be voted at this meeting will close in 1 minute at 8:43. If you are voting today, please submit your votes now for them to be counted by the Inspector of Election. The Inspector of Election will not accept ballots, proxies or votes or any changes or revocations submitted after the closing of the polls. The preliminary results will be reported shortly. [Voting]

It is now 8:43 on May 20, 2021, and the polls for each to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or replications will be accepted. The Inspector of Election will tabulate the proxies and ballots. At this time, the Inspector of Election will provide us with a preliminary report on the voting results. Based on the preliminary information provided by the Inspector of Election, I can report that with regard to proposal 1, the 3 Class I directors -- director nominees have each been reelected as a Director of the company to hold office until the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified. With regard to Proposal 2, the appointment of PwC to act as our independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified by a majority of the votes submitted virtually or by proxy. With regard to proposal 3, the advisory vote to approve our 2020 named executive officer compensation has been approved by a majority of the votes submitted virtually or by proxy. These are the preliminary results of voting. The final count may vary following final examination of the proxies and ballots. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of this meeting. The final results will also be reported in our reports filed with the SEC.

The Annual Meeting of Stockholders is now adjourned. Thank you for your attendance. We will now proceed with the question-and-answer period.

Before we go any further, I would like to note that during the course of the question-and-answer period, representatives of the company may make forward-looking statements regarding future events or our future financial performance, which involve risks and uncertainties. Such statements are only predictions, and actual events or results could differ materially from those predictions due to a number of risks and uncertainties. I refer you to the documents we file from time to time with the SEC, specifically our annual report on Form 10-K for the year ended December 31, 2020, which was filed on March 5, 2021, and our quarterly report on Form 10-Q for the quarter ended March 31, 2021, which was filed on March 7, 2021. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our forward-looking statements. We will now pause for 1 minute to review any questions submitted. If no questions are submitted, we will conclude the meeting at 8:47.

It appears there are no questions. I want to thank all of you for attending today's meeting and for the interest you have shown in our business. We very much appreciate your attendance, and as always, thank you for your support.