Rimini Street, Inc. (RMNI) Earnings Call Transcript

Good afternoon, ladies and gentlemen. And welcome to the 2021 Annual Meeting of Stockholders of Rimini Street, Inc. My name is Seth Ravin. I'm the company's Chief Executive Officer and Chairman of the Board and will act as Chairman of the company's 2021 Annual Meeting of Stockholders. I'm happy to welcome each of you and the company is pleased to have each of you and attend it. As you're aware from the notice of the 2021 Annual Meeting of Stockholders, we are once again conducting this year's annual meeting by means of a live virtual-only online webcast in order to protect the health and well-being of our stockholders, directors, employees and other stakeholders and in accordance with the recommendations issued by various public health officials at the time of mailing of the annual meeting materials. During the annual meeting, stockholders may submit written questions at any time by typing in the Submit a Question box on the virtual meeting platform. We will respond to stockholder questions as appropriate in a Q&A session following the formal portion of the meeting. I Will now introduce the other members of the Board of Directors who are in attendance today through our virtual meeting platform. Margaret (Peggy) Taylor, Lead Independent Director and Chair of the Compensation Committee; Steve Capelli, Chair of the Nominating Committee; Jack Acosta, Chair of the Audit Committee; Robin Murray and Jay Snyder. The other members of company management who are in attendance today and their official capacities are: Michael Perica, EVP and Chief Financial Officer; Dan Winslow, EVP, Chief Legal Officer and Corporate Secretary; Dean Pohl, Vice President of Investor Relations; Glenn Groshans, GVP and Chief of Staff, Office of the CEO; and Andrew Terry, GVP and Associate General Counsel, Corporate. I would also like to introduce Celeste Peiffer, Senior Corporate Counsel, Governance and Securities, who will act as Secretary for this meeting. Finally, in attendance today from KPMG LLP, the company's independent registered public accounting firm, are Leah Lind and Natasha [ Sighe ]. Calling to order. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. As previously mentioned, after the formal part of the meeting, we will address appropriate questions from stockholders. Will the Secretary of the meeting please report at this time with respect to the record date stockholders' list and the mailing of the notice of the annual meeting?

Thank you, Mr. Chairman. April 19, 2021, was set by resolutions of the Board of Directors as the record date for this annual meeting. We have available for inspection on the virtual meeting platform, a complete list of the stockholders of record of the company's common stock and a complete list of the stockholders of record of the company's 13% Series A redeemable convertible preferred stock in each case as of April 19, 2021, the record date for this meeting. These list of stockholders have been available for inspection by any stockholder for any purpose pertaining to the annual meeting during the past 10 days by contacting the company's Investor Relations department. We also have affidavit from the company's transfer agent, Continental Stock Transfer & Trust Company, certifying the proper mailing of the notice of annual meeting and require a documentation to the stockholders of record of the company's common stock and the company and the stockholders of record of the company's Series A preferred stock as of the record date.

Thank you, Celeste. Will the Secretary please report on the topic of the Inspector of Election at this meeting?

Our Board has appointed Dan Winslow as the Inspector of Election at this meeting. He has taken and subscribed the customary oath of office to execute the duties of Inspector of Election with strict impartiality. We will file this oath with the records of the meeting. The function of the Inspector of Election is to decide upon the qualifications of voters, accept their votes, and when balloting and all matters are completed, copy the final notes.

Thank you, Celeste. Will the Secretary please report at this time with respect to the existence of a quorum?

We have been informed by the Inspector of Election that immediately prior to the meeting, proxies have been received for a combined 80,437,415 outstanding shares of Rimini Street, Inc. common stock and Series A preferred stock on an as converted basis. Selectively, the votes for which these properties were received represent approximately 85.7% of the combined voting power of the company's outstanding capital stock. This constitutes a quorum for the meeting today.

Thank you, Celeste. We will now proceed the formal business of this meeting. There are 4 proposals to be considered by the stockholders at this meeting, which I will summarize and are more fully described in the proxy statement for this meeting, which has been filed with the Securities and Exchange Commission and mailed to our stockholders. The first item of business is the election of 2 Class 1 Directors to serve until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified. The Class 1 Director Nominees are, Margaret (Peggy) Taylor and Jack Acosta. The second item of business is a nonbinding advisory vote, also known as a say on pay vote, to approve the compensation of the company's named executive officers, as more fully described in the notice and proxy statement for the meeting. The third item of business is a nonbinding advisory vote, also known as a say on frequent vote, to approve the frequency of future advisory votes on executive compensation. The fourth item of business is the ratification of the appointment by the Audit Committee of the company's Board of Directors of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Please note that with the final proposal for today's meeting. The Secretary will now open the polls and describe the voting procedures.