Warner Music Group Corp. (WMG) Earnings Call Transcript & Summary

Good day, everyone, and welcome to the Warner Music Group Corp. 2021 Annual Meeting of Stockholders. At this time, I'd like to turn the conference call over to Steve Cooper, Chief Executive Officer. Please go ahead.

Thanks, Jamie. Good morning, everyone. This is Steve Cooper. I'm the CEO of the Warner Music Group, and I'd like to welcome you to the 2021 Annual Stockholders' Meeting. This is our first annual meeting since returning to the public company arena last June. At this time, I'd like to introduce Paul Robinson, our General Counsel. Paul will act as the secretary of the meeting and will take us through today's business and address any procedural issues that may arise.

Thank you, Steve, and welcome, everyone. Thank you for joining us today. We also have joining us Eric Levin, our CFO; and Trent Tappe, our Deputy General Counsel, who will be available to address any matters germane to today's meeting. We're excited to be hosting our virtual meeting, which we believe allows us to be more inclusive and to reach a greater number of our stockholders. We have stockholders attending this meeting via the web portal and also through the 800 number, which we have provided. It is shortly after 9:00 a.m. Eastern Standard Time on March 2, and this meeting is officially called to order. I first wanted to acknowledge the members of our Board of Directors who have joined the meeting today, including the Chairman of our Board, Michael Lynton. We welcome you, and thank you for your participation. We are also joined today by KPMG, our independent auditors. They will be available to respond to your questions. And finally, we have appointed Broadridge Financial Services to act as an inspector of election. Peter Descovich from Broadridge is with us, and he has taken the oath of inspector of election. After the formal meeting has been adjourned, we will provide time to your questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, you should limit yourself to one question. Please note that this meeting is being recorded. No one attending this meeting via the webcast or telephone is authorized to use any recording device. Our Board of Directors fixed January 7, 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; or two, the documents themselves were mailed on or about January 19, 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 8,174,863,636 votes of the company's common stock consisting of 111,167,356 shares of Class A common stock with 1 vote each and 403,184,814 shares of Class B common stock with 20 votes each outstanding and entitled to vote at this meeting. We are informed by the inspector of election that they are represented, in person or by proxy, shares of common stock representing more than 99.7% of the voting power on the record date. As a result, a quorum is present for the purposes of transacting business. Now I will present the matters to be voted upon. Proposal 1 is the election of directors. Our Board of Directors has nominated the following persons for election as directors to hold office until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Lincoln Benet, Alex Blavatnik, Len Blavatnik, Stephen Cooper, Mathias Döpfner, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Thomas H. Lee, Michael Lynton; and Donald A. Wagner. Proposal 2 is the ratification of the appointment of KPMG as the company's independent registered public accounting firm for fiscal year 2021. Proposal 3 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote, is required as a result of the Dodd-Frank Act. Proposal 4 is the advisory vote on the frequency of future advisory votes to approve the compensation paid to the company's named executive officers. The votes on Proposal 3 and Proposal 4 are nonbinding votes, although our Compensation Committee and our Board of Directors will certainly take the results of the votes into account when making future decisions. It is 9:06 a.m. Eastern Standard Time on March 2, and the polls are now open. Any stockholder who hasn't voted yet or who wishes to change their vote may do so 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 wish to change their vote do not need to take any further action. We will now take about a 60-second pause for voting. And apologies in advance for the silence. We're all still here. [Voting]

Thank you. Now that everyone has had the opportunity to vote, I declare the polls for the 2021 Warner Music Group Corp. Annual Meeting of Stockholders closed at 9:08 a.m. Eastern Standard Time on March 2. We will now review preliminary voting. We have been informed by the inspector of election that the preliminary vote report shows that the nominees for election to our Board of Directors have been duly elected. The ratification of the appointment of KPMG as the company's independent public accounting firm for fiscal year 2021 has been approved. The compensation of the named executive officers has been approved by advisory vote. And the frequency of 3 years for future advisory votes to approve the compensation paid to the company's named executive officers has been approved by advisory vote. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days. There being no further business to come before the meeting, the 2021 Annual Meeting of Stockholders of Warner Music Group Corp. is now adjourned. We would now like to answer your questions. We will take questions that are entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. For any questions related to our business, financial performance and key risks, please refer to our quarterly earnings press releases and filings, which are available on our website.

And since no questions have been submitted through the portal, I will now turn the meeting back over to Paul.

Thank you, Kareem. It appears we have no questions. If you have a question, which wasn't addressed or you'd like to ask, please reach out to our Investor Relations team at [email protected]. And now let me turn the meeting back over to Steve for closing remarks.

Thanks, Paul. My colleagues and I want to thank everyone for joining us today and for your ongoing support of Warner Music. All of us look forward to updating you on our progress throughout the upcoming year. This wraps up today's meeting, and we look forward to talking with you again in early May. Everyone, have a wonderful day. Goodbye for now.

And ladies and gentlemen, with that, we'll conclude today's conference. We do thank you for attending. You may now disconnect.