Trupanion, Inc. (TRUP) Earnings Call Transcript & Summary

Greetings, and welcome to Trupanion 2022 Annual Shareholder Meeting. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Gavin Friedman, General Counsel for Trupanion. Thank you. You may begin.

Good morning, everybody. Welcome to our 2022 Annual Meeting of Stockholders, which I now call to order. I'm Gavin Friedman, nice to see everybody. I'm the General Counsel of Trupanion. I'm going to serve as the Chair of this meeting. So we're going to first take care of the formal part of the meeting and then transition to the reason you're all here, which is getting to interact with the team and have the Q&A sessions. Today's meeting is being broadcast via a live video stream to -- on the website at investors.trupanion.com. Joining us today either in person or remotely are Trupanion Board members and management of Trupanion as well as representatives of Ernst & Young LLP, our independent auditors. So let's dive into the formal part of the meeting. Each of our Class II directors, Michael Doak, Eric Johnson and Darryl Rawlings are up for election today. We will also consider whether to ratify our independent auditor, and conduct a say-on-pay vote on executive compensation. Drew Wolff, sitting next to me here, our Chief Financial Officer, has been appointed to act as the Inspector of Elections for this meeting, and has executed the oath of inspector of elections. If any stockholders or proxy holders present in person today have not registered their presence at registration earlier this morning, can you please do so now? I think Charlotte is in the back of the room ready to take anybody there. The notice of the meeting and the proxy statement for this meeting were provided to all stockholders of record as of the close of business of April 11, 2022, and a declaration of mailing will be included with the minutes of the meeting. The Inspector of Elections has advised me that holders of a total of at least 32,538,806 shares of common stock are represented at this meeting in person or by proxy, which does constitute a forum. The meeting is authorized to transact business. Stockholders may now make statements or ask questions pertaining to any of the meeting proposals. If you have any questions outside of that, I would ask that you hold them for the Q&A, which will be the better forum for those questions. While electronic voting closed at 11:59 p.m. Eastern Time last night, the polls are open for any stockholder present or represented in person today. Any such stockholder, who has not returned a proxy or who wishes to revoke a proxy, may do so now and vote on the matters to be considered at this meeting. Okay. Let's move on to the next agenda item, which are voting results. The first item of business is to elect our director nominees, Michael Doak, Eric Johnson and Darryl Rawlings, to serve as Class II Directors until our Annual Meeting in 2025 or until their successor is duly elected and qualified. Each director will be elected by a plurality of votes cast at this meeting. Proposal #2, appointment of auditors. The second item is to ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending 12/31/22. The affirmative vote of at least a majority of shares of common stock cast is required to ratify this appointment. And then last, proposal #3, say-on-pay. This is to approve the advisory and nonbinding vote on the compensation of our named executive officers. The affirmative vote of at least a majority of the shares of common stock cast is required to approve this proposal. [Voting]

At this time, the polls are now closed. All votes have been cast on the matters to be considered at this meeting. Drew, as Inspector of Elections, will you please report on the results of the voting?

Thank you, Gavin. The results of the voting are as follows. Mr. Doak, Mr. Johnson and Mr. Rawlings have received the highest number of for -- votes cast and has been elected to the Board of Directors. The proposal to ratify the appointment of Ernst & Young LLP has been approved by a vote of more than 50% of the votes cast. And the advisory and nonbinding vote on the compensation of our named executive officers has been approved by more than 50% of the votes cast.

Thank you, Drew. That completes the formal business to be conducted. We'll now turn to sort of our signature informational session. And since there are no other matters to come before the meeting, the formal portion of the meeting is now adjourned. And I'm going to hand you back over to Laura.

Well, thank you. [Audio Gap]

Ladies and gentlemen, one moment while we try to reconnect the speaker line. [Technical Difficulty] Ladies and gentlemen, this does conclude today's shareholder meeting. Thank you for your patience. You may disconnect your lines, and have a wonderful day.