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

Good morning, and welcome to the 2021 J2 Annual Meeting of Stockholders. I would like to introduce the first presenter, Jeremy Rossen.

Good morning, ladies and gentlemen, and thank you for joining the 2021 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. As you know and as we did last year, we are holding this year's meeting virtually, 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 present. A quorum for transaction of business exists that 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. [ Kristel Polly ] 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 41,705,439 shares represented at the meeting by proxies delivered to Broadridge, constituting 92.37% of the 45,149,461 shares issued outstanding and entitled to vote as of the close of business on the March 16, 2021 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 their 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 the motion, please indicate so by submitting it in the Q&A section of your web console. The reading of notice of the annual meeting and proof of distribution is waived. [ Kristel Polly ], 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 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 meeting is now duly and legally convened and ready to transact business. There are 3 proposals to be voted on at this meeting. The first, to elect 9 directors to serve for the ensuing year and until their successors are elected and qualified; to approve an advisory vote the compensation of J2 Global's named executive Officers; and three, to ratify the appointment of BDO LLP to serve as the company's independent auditors for fiscal 2021. The first order of business today is the election of directors. Nine 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 Richard S. Ressler, Vivek Shah, Douglas Y. Bech, Sarah Fay, W. Brian Kretzmer, Jonathan F. Miller, Stephen Ross, Pamela Sutton-Wallace, and Scott C. Taylor. Do I hear a motion to elect the nominee slate of directors?

Yes, Mr. Chairman. I move that the following resolution be adopted, resolved that Richard S. Ressler, Vivek Shah, Douglas Y. Bech, Sarah Fay, W. Brian Kretzmer; Jonathan F. Miller; Stephen Ross; Pamela Sutton-Wallace, and Scott C. Taylor 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 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?

Yes, 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 and analysis, the summary compensation table and the related compensation tables, notes and narrative in the proxy statement for the company's 2021 annual meeting of stockholders.

Is there a second to the motion?

I second the motion.

The third order of business is the ratification of BDO USA, LLP as J2's -- as J2 Global's independent auditor for fiscal 2021. 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 auditor for fiscal 2021?

Yes, Mr. Chairman. I move that the following resolution be approved, resolved the appointment of BDO USA, LLP as J2 Global's independent auditors for fiscal 2021 be, and the same hereby is ratified.

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 represented 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 nominee received the affirmative vote of 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 receiving the affirmative vote of 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, the proposal is carried, and each nominee has been duly elected. With respect to proposal 2, approval on an advisory basis of the compensation of J2 Global's named executive officers, the votes have been counted and the proposal received 37,288,075 votes in favor of the proposal, 2,683,923 votes against the proposal, 57,713 abstentions and 1,680,728 broker non-votes. 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 2 has received the affirmative vote of the majority of the shares of J2 Global's common stock, the proposal is approved. With respect to proposal 3, ratification of the appointment of BDO USA, LLP as J2 Global's independent auditors for fiscal 2021, the votes have been counted, and the proposal received 41,624,675 votes in favor of the proposal, 23,276 votes against the proposal, and 57,488 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 3 has received the affirmative vote of 41,624,675 shares of J2 Global common stock, the proposal is carried.

Thank you, [ Kristel ]. The official business of the annual stockholders' meeting has now been concluded. I will now enter 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 the motion, please indicate so by submitting in the Q&A section of your web console. The annual meeting is now adjourned. For those watching, you may ask a question or submit a comment now in the Q&A section of your web console. Please note we will attempt to answer as many questions as time allows.

The first question is, what is the status regarding dividend resumption?

As you know, in 2019, we suspended the dividend. And at the time, we articulated that the reason for that, which remains true to this day, is that we had alternative uses for that capital either in our M&A program or in our stock repurchase program, both of which we executed against last year in 2020. In fact, the buyback program was well in excess of the normal dividends that would have been paid. I do not expect a resumption of the dividend in the near future.

Thanks, Scott. The second question is how is our investment in OCV management doing.

So on OCV management, we -- you'll notice in our public filings of 10-Qs, we do an analysis every quarter. Many of the investments remain private at this point. However, I'm pleased to report that 3 of the companies have gone public. One has actually been exited. And one of the investments that we talked about in early 2020 that was affected negatively by the onset of COVID has actually reopened for business. So you will see from quarter-to-quarter where we have observable inputs, such as the publicly traded stock prices, we will run through as the stock moves up and down various gains and losses. But to date, we've been pleased with the overall investment return and pleased that one of the 2 investments that we had concerns about in early 2020 has been able to reopen as the COVID pandemic is starting to sunset.

Thanks, Scott. We have no further questions, moderator. So we can go ahead and end the meeting. Thank you.

Thank you. The 2021 J2 Global Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now disconnect.