Verra Mobility Corporation (VRRM) Earnings Call Transcript & Summary

Good morning, and welcome to the Verra Mobility Corporation 2021 Annual Meeting of Stockholders. I will now turn the meeting over to David Roberts, CEO of Verra Mobility Corporation and Chairman of this meeting.

Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Verra Mobility Corporation. We're excited to be hosting a virtual shareholder meeting, which allows us to be more inclusive and reach a greater number of our shareholders. As now shortly after 9:00 a.m. Pacific time, this meeting is officially called to order. We will conduct the business portion of the meeting first, and we will then take any shareholder questions. Before proceeding to the business of the meeting, I would like to introduce to you 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 Doug Davis, Jacob Kotzubei and John Rexford, all members of our Board; Michael Huerta, a Director nominee, is also in attendance by phone. Here with me in Mesa, Arizona this morning are Tricia Chiodo, our CFO; and Rebecca Collins, our General Counsel. Rebecca will act as the 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 the inspector of election. Ms. Laura Cisneros is with us from Broadridge and has taken the oath of inspector of election earlier today.

The Board of Directors fixed March 29, 2021, 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 2020 annual report to stockholders as amended or supplemented; or 2, those documents themselves were mailed on or about April 12, 2021, 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 162,360,367 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 121,370,194 votes or approximately 74.8% 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 One is the election of Class III directors. Our Board has nominated Jacob Kotzubei and Michael Huerta, for election as Class III directors to hold office until 2024 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 and as supplemented, 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 the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The 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 election provided preliminary voting results?

Yes, the report of the inspector of election indicates that the nominees for Class III directors have been duly elected. The stockholders have approved our executive compensation as set forth in the proxy statement. 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, 2021. We will be reporting the final official votes 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 2021 Annual Meeting of Stockholders of Verra Mobility is now adjourned. The floor is now open for any stockholder questions. Please note that Dan Roda of Ernst & Young, the company's independent auditors, is present at the meeting and are available to respond to 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. Please stand by as we prepare the Q&A. No questions. Ladies and gentlemen, that concludes the annual meeting. Thank you all very much for attending.

Thank you.