Verra Mobility Corporation (VRRM) Earnings Call Transcript & Summary

Good day and welcome to the 2020 Annual Meeting of Stockholders of Verra Mobility Corporation. I would now like to turn the conference over to Chairman of the meeting, David Roberts, Chief Executive Officer. Please go ahead, sir.

Good morning and welcome to the 2020 Annual Meeting of Stockholders of Verra Mobility Corporation. We're excited to be hosting our first virtual shareholder meeting, which allows us to be more inclusive and reach a greater number of our shareholders. As it is now shortly after 9 a.m. Mountain time, this meeting is officially called to order. We will conduct the business portion of the meeting first, and we will take -- we will then take any shareholder questions. Before proceeding to the business of this meeting, I would like to introduce you to some of the officers and directors of the company and also describe the matters proposed for your consideration and action at this meeting. Joining us via phone this morning are Jay Geldmacher, Doug Davis, Bryan Kelln, Jacob Kotzubei, Cynthia Russo, and John Rexford, all members of the Board. Here with me in Mesa, Arizona, this morning are Tricia Chiodo, our CFO; and Rebecca Collins, our General Counsel. Rebecca will act as Secretary of the meeting. We are also joined by representatives of Ernst & Young, our independent auditors. They will be available during the Q&A session to respond to appropriate questions. Finally, we have appointed Broadridge Financial Services to act as inspector of the election. Ms. Cisneros is with us from Broadridge and has taken the oath of inspector of election earlier today.

The Board of Directors fixed April 1, 2020, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either: one, a notice of Internet availability of the notice of the meeting, the proxy statement and the 2019 annual report to stockholders; or two, those documents themselves were mailed on or about April 10, 2020, to all stockholders as of the record date. The affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 161,692,539 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspector of election that there are represented in person or by proxy, shares of common stock representing 117,716,452 votes, or approximately 72.8% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of conducting business.

Now that the technical organizational phase of the meeting has been completed, I will present the matters to be voted on. Proposal 1 is the election of Class II directors, our Board has nominated me, David Roberts, Jay Geldmacher and John Rexford for election as Class II directors to hold office until the 2023 annual meeting of stockholders or until a successor is duly elected and qualified. Proposal 2 is an advisory vote to approve the compensation of our named executive officers as described in our proxy statement. This vote, which is often called a say-on-pay vote is nonbinding, although the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. Proposal 3 is an advisory vote on how frequently we will hold a say-on-pay vote every 1, 2, or 3 years. This vote is also nonbinding, and our Board recommends an annual say-on-pay vote. Proposal 4 is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Polls are now open. Any stockholder who has not yet voted or who wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will pause for a moment to allow stockholders to vote. [Voting]

Thank you. The polls are now closed. Rebecca has the inspector of the election provided preliminary voting results?

Yes, the report of the inspector of elections indicates that the nominees for Class II Director have been duly elected. The stockholders have approved our executive compensation as set forth in the proxy statement. The stockholders have voted to hold a say-on-pay vote annually. And the stockholders have ratified the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. We will be reporting the final official votes results in a Form 8-K to be filed within 4 business days of this meeting.

Thank you, Rebecca. The report of the inspector of election will be filed with the minutes of the meeting. There being no further business to come before the meeting, the 2020 annual meeting of stockholders of Verra Mobility is now adjourned. The floor is now open for any stockholder questions. Please note that Kale Woodington and Dan Roda representatives of Ernst & Young, the company's independent auditors are present at the meeting and are available to respond to any questions raised by stockholders. If any stockholders have questions, you may ask them via the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. No questions? At this time, there are no questions. Ladies and gentlemen, that concludes the annual meeting. Thank you all very much for attending.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.