Yext, Inc. (YEXT) Earnings Call Transcript & Summary

Welcome to Yext, Inc. 2021 Annual Meeting of Stockholders. I would now like to introduce, Howard Lerman, Chief Executive Officer of Yext, Inc.

Good morning, ladies and gentlemen, and thank you for joining Yext 2021 Annual Meeting of Stockholders. I will conduct the order of business for this meeting. And we've asked Ho Shin, our General Counsel and Corporate Secretary, to record the minutes of this meeting. With us today are certain members of our Board of Directors; and Ho Shin, our General Counsel and Corporate Secretary; Steve Cakebread, our Chief Financial Officer; Dominic Paschel, SVP, International Finance and Investor Relations; Irene Shih, Assistant General Counsel; [ David Alpego ], he represents Ernst & Young LLP; and Tracy Oats, our inspector of elections. I will now turn the meeting over to Ho Shin will conduct certain formalities.

This annual meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated April 22, 2021, which include the election of directors, the ratification of the appointment of Ernst & Young LLP as the company's independent public accountants for the fiscal year ending January 31, 2022, and the advisory vote to approve the compensation of the company's named executive officers. After balloting is completed, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. After we complete the formal meeting, there will be an opportunity for the stockholders to ask questions of the company's officers. During the formal meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. Before we go any further, I would like to note that during the course of the stockholder meeting and the question-and-answer period afterwards, representatives of the company may make forward-looking statements regarding future events or the future financial performance of the company, 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 the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report on Form 10-K for the year ended Jan. 31, 2021, the company's quarterly report on Form 10-Q for the quarter ended April 30, 2021, and the company's current reports on Form 8-K. These documents contain and identify risks that could cause actual results to differ materially from those contained in our projections or forward-looking statements. I have proof by affidavit that notice of this meeting has been duly given and the notice of Internet availability of proxy materials was mailed on or about April 26, 2021, to all stockholders of record at the close of business on April 15, 2021, the record date for the meeting. The affidavit, together with copies of the notice, proxy statement and proxy, will be filed with the minutes of the meeting. We've appointed Tracy Oats, a representative of Broadridge Financial Solutions, Inc., to act as an inspector of election for this annual meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have, present in person or by proxy, a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with business. We will vote by proxy through our online voting polls. 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. Let me briefly describe the voting procedures. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you're eligible and have not submitted your proxy or if you want to change your vote, please submit your ballot electronically when the voting polls are open. The votes cast today will be counted in the final tally along with the proxies previously received. I would now like to turn the meeting over to Howard Lerman, who will present the proposals as they appear in the proxy statement. Sorry, Howard, you're muted.

The first item of business is the election of the Class I directors. This item is discussed on Page 44 in the proxy statement. The company's Board of Directors presently has 9 members and is divided into 3 classes of 3 directors, each with a 3-year term. The 3 Class I directors will be elected at today's meeting. Those 3 nominees receiving the highest number of votes of the shares present in person or represented by proxy at this meeting and entitled to vote will be elected as directors. Directors elected at today's meeting will hold office until the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified. As indicated in the company's proxy statement, the following 3 individuals have been nominated by the Board of Directors to serve as Class I directors: Brian Distelburger, Howard Lerman and Julie Richardson. The company's bylaws require that a stockholder provide advanced notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The next item of business is to ratify the appointment of Ernst & Young LLP as independent auditors for the company for the fiscal year ending January 31, 2022. This item is discussed on Pages 44 and 45 in the proxy statement. The Audit Committee of the Board, which is composed entirely of nonemployee directors, recommended to the Board of Directors that Ernst & Young LLP be appointed as independent auditors. As our independent auditors, Ernst & Young LLP would audit our consolidated financial statements for the fiscal year ending January 31, 2022, and perform audit-related services and consultation in connection with various accounting and financial reporting matters. The Board approved the selection of Ernst & Young LLP as independent auditors for the fiscal year ending January 31, 2022, and is asking the stockholders for ratification of the selection. Stockholder ratification is not required by the company's bylaws. However, the Board is submitting this to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not approve the selection of Ernst & Young LLP as independent auditors, the Board and the Audit Committee will review its future selection of independent auditors. The Board of Directors recommends that stockholders vote in favor of this proposal. The next item of business is to hold an advisory vote to approve the compensation of the company's named executive officers. This item is discussed on Pages 46 and 47 in the proxy statement. The Board of Directors recommends that stockholders vote in favor of this proposal. Does anyone have any questions regarding voting procedures or the 3 proposals up for vote?

[Operator Instructions] As there are no questions in the queue, I'd like to turn the meeting back to Ho Shin for polling.

Okay. Looking at the time, it is now 8:40 Eastern Time on June 8, 2021. Polls are now open. You may cast your vote online until the polls close in 2 minutes at 8:42 Eastern Time. If you are voting today, you must state your [indiscernible] time in order [indiscernible]. The inspector will not count the vote, [ change ] of votes or any changes or revocations submitted after the closing of polls. [Voting]

It is now 8:42 on June 8, 2021, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted.

The proxies and ballots previously submitted have been tabulated by the inspector of election. Any votes cast today, including those submitted electronically during the meeting, will be counted in the final tally. At this time, the inspector of election will announce the preliminary results with the voting.

With regard to proposal 1, the 3 nominees who received the highest number of affirmative votes were the 3 individuals nominated by the company's Board of Directors. Each of these individuals have, therefore, been elected as a director of the company to hold office until the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. With regard to Proposal 2, the appointment of Ernst & Young LLP to act as the company's independent auditor for the fiscal year ending January 31, 2022, has been ratified by a majority of the shares present in person or by proxy and entitled to vote. With regard to proposal 3, the compensation of the company's named executive officers as described in the company's proxy statement has been approved on an advisory and nonbinding basis by a majority of the shares present in person or by proxy are entitled to vote.

These are the preliminary results of voting. The final count may vary following final review of the proxies and ballots. Final results of voting, including any ballots and proxies recorded during this meeting, will be reflected in the report of the inspector of election and will be included in the minutes of the meeting as well as our report filed with the SEC. This Annual Meeting of Stockholders is now adjourned. Thank you for your attendance. We will now proceed with the question-and-answer period.

[Operator Instructions] As there are no questions in the queue, I'd like to turn the meeting back to Howard for closing remarks.

I want to thank you all for attending today's meeting and for the interest you've shown in the affairs of Yext. We very much appreciate your attendance. And as always, thank you for your support.

This concludes Yext, Inc. 2021 Annual Meeting of Stockholders. Enjoy the rest of your day.