Ziff Davis, Inc. (ZD) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and thank you for joining the 2020 Annual Meeting of Stockholders of j2 Global, Inc. I'm Jeremy Rossen, Executive Vice President, General Counsel and Secretary of the company. We are here today to conduct the business of our Annual Meeting of Stockholders and consider and vote on the proposals set forth in the proxy statement for this meeting. I will act as secretary of the meeting and will also chair the meeting. We are holding this year's meeting virtually as a result of the unprecedented COVID-19 pandemic, and we thank you in advance for your patience with any connection disruptions or delays. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. This meeting is being recorded. Any separate audio or video recording of this meeting by anyone in attendance is strictly prohibited. In order to hold a meeting of stockholders, a quorum must be represented. A quorum for transaction of business exists if the holders of a majority of the common stock issued and outstanding are in attendance or represented by proxy. The Board has appointed Broadridge Financial Solutions as inspector of elections. [ Crystal Paulie ] from Broadridge will act as inspector of elections for this meeting. I have in my possession a letter from Broadridge indicating the total number of shares represented by proxies that have been delivered to Broadridge. As of this morning, Broadridge reports that there are 43,327,037 shares represented at the meeting by proxies delivered to Broadridge, constituting 88.9% of the 48,730,963 shares issued outstanding and entitled to vote as of the close of business on the March 16, 2020, record date. I, therefore, declare a quorum present. I have received from our transfer agent the notice of Annual Meeting of Stockholders and proof of distribution and will read them unless a motion is passed to waive the reading. In any event, the notice and proof of distribution will be set forth in full in the minutes. Do I hear a motion to waive the reading?

I so move.

Do I hear a second?

I second the motion.

If anyone opposes a motion, please send me a note via the web portal. The reading of notice of the Annual Meeting and proof of distribution is waived. Crystal Paulie, our inspector of elections, has been provided with a certified list of stockholders as of the record date, and the list is available for inspection. After today's proposals have been formally submitted for vote, stockholders voting via the web portal should do so by clicking on the voting button and following the instructions. Stockholders who have sent in proxies or who have previously voted and do not want to change their vote do not need to take any further action. It appears that due and legal notice of this Annual Meeting has been given and a quorum is present. Accordingly, this minute -- meeting is now duly and legally convened and ready to transact business. There are 3 proposals to be voted on at this meeting: one, to elect 8 directors to serve for the ensuing year and until their successors are elected and qualified; two, to ratify the appointment of BDO USA, LLP to serve as the company's independent auditors for fiscal 2020; and three, to approve in an advisory vote the compensation of j2 Global's named executive officers. The first order of business today is the election of directors. Eight directors are to be elected to serve until the next Annual Meeting and until their successors have been duly elected and qualified. The director nominees standing for election today are Douglas Y. Bech, Robert J. Cresci, Sarah Fay, W. Brian Kretzmer, Jonathan F. Miller, Richard S. Ressler, Stephen Ross and Vivek Shah. Do I hear a motion to elect the nominee slate of directors?

Mr. Chairman, I move that the following resolution be adopted. Resolved that Douglas Y. Bech, Robert J. Cresci, Sarah Fay, W. Brian Kretzmer, Jonathan F. Miller, Richard S. Ressler, Stephen Ross and Vivek Shah be and the same hereby are elected directors of the company to act and serve as such until the company's next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

Is there a second to the motion?

I second the motion.

The second order of business today is the ratification of BDO USA, LLP as j2 Global's independent auditors for fiscal 2020. The Board of Directors has adopted a resolution approving this appointment and recommends voting for this proposal. Do I hear a motion to ratify the appointment of BDO USA, LLP as j2 Global's independent auditors for fiscal 2020?

Yes, Mr. Chairman, I move that the following resolution be approved. Resolved that the appointment of BDO USA, LLP as j2 Global's independent auditors for fiscal 2020 be and the same hereby is ratified.

Is there a second to the motion?

I second the motion.

The third order of business is the approval, on an advisory basis, of the compensation of j2 Global's named executive officers. The Board of Directors recommends a vote for the approval of the compensation paid to j2 Global's named executive officers. Do I hear a motion to approve, on an advisory basis, the compensation paid to the company's named executive officers?

Mr. Chairman, I move that the following resolution be adopted. Resolved that the stockholders of j2 Global, Inc. approve, on an advisory basis, the compensation of the company's named executive officers disclosed in the compensation discussion analysis, the summary compensation table and the related compensation tables, notes and narrative in the proxy statement for the company's 2020 Annual Meeting of Stockholders.

Is there a second to the motion?

I second the motion.

For those voting via the web portal, please click on the voting button so the inspector of election may count your vote. [Voting]

Voting on the proposals presented here today is now closed. I now ask the inspector to complete tabulation of the votes and read the results.

The results of the voting on each of the proposals is as follows. With respect to proposal 1, the election of directors, the votes have been counted and each gives the affirmative vote for the majority of votes cast by shares present at this virtual meeting or by proxy. Directors are elected at the Annual Meeting by a majority of the votes cast, and each nominee received the affirmative vote from the majority of the shares of j2 Global common stock present or represented and voting at the Annual Meeting will be elected as director. As each nominee has received the affirmative vote of the majority of votes cast, proposal is carried and each nominee has been elected. Ratification of auditors. With respect to proposal 2, ratification of the appointment of BDO USA, LLP as j2 Global's independent auditors for fiscal 2020, the votes have been counted, and the proposal received 43,231,704 votes in favor of the proposal. 17,756 votes against the proposal and 77,557 abstentions. Ratification of j2 Global's independent auditor requires the affirmative vote of the majority of the shares of j2 Global common stock present or represented and entitled to vote at the Annual Meeting. As proposal 2 has received the affirmative vote of 43,231,704 shares of j2 Global common stock, the proposal is carried. Approval of executive compensation. With respect to proposal 3, approval on an advisory basis of the compensation of j2 Global's named executive officers, the votes have been counted, and the proposal received [ 39,813,770 ] votes in favor of the proposal, [ 1,551,745 ] votes against the proposal, [ 115,773 ] abstentions and 1,805,839 vote for nonvote. Approval, on an advisory basis, of the compensation of j2 Global's named executive officers requires the affirmative vote of the majority of the shares of j2 Global common stock present or represented and entitled to vote at the Annual Meeting. As proposal 3 has received the affirmative vote of the majority of the shares of j2 Global common stock, proposal is approved.

Thank you. The official business of the Annual Stockholders' Meeting has now been concluded, I will entertain a motion to adjourn the meeting.

I move the meeting be adjourned.

Is there a second to the motion?

I second the motion.

If anyone opposes a motion, please send me a note via the web portal. The Annual Meeting is now adjourned. I see no questions on the web portal. So I wanted to thank everybody for joining j2 Global's Annual Meeting and look forward to seeing you here next year. Thank you.