SolarWinds, Inc. (NYSE:SWI) May 9, 2013 9:30 AM ET
Michael J. Berry - Chief Financial Officer and Executive Vice President
Bryan A. Sims - Senior Vice President, General Counsel and Secretary
Michael J. Berry
Okay. Good morning, everyone, and welcome to the SolarWinds 2013 Annual Meeting of Stockholders. I'd like to call the meeting to order now. My name is Mike Berry, I'm the Chief Financial Officer at SolarWinds, and I will act as Chairman of the meeting. I would like to welcome all of our stockholders and anyone attending the meeting online. We are streaming live today on the Investor Relations portion of our website, and thank you for being with us today.
Bryan Sims, our Senior Vice President and General Counsel, will act as Secretary of the meeting. Danielle Campbell, our Manager of Internal Audit, has been appointed as Inspector of Election for the meeting. Also joining me today are the following members of our Board of Directors: Steve Cakebread, our Lead Independent Director and Audit Committee Chairman by phone; Benjamin Nye, our Compensation Committee Chairman; Mark Bonham, our Nominating and Governance Chairman; Ellen Siminoff; Roger Sippl; and Buzz Waterhouse. I would also like to introduce Eric Hornsten, who's a representative of PricewaterhouseCoopers, our independent registered public accounting firm.
During the question-and-answer period at the end of this meeting, Eric will be available to answer any questions concerning our financial statements. Each of you should have registered at the desk upon entering this meeting. If you did not, please step forward to the desk at this time and sign the register.
The Inspector of Election is requested to determine the exact number of shares present at the meeting and a final report of the number shares represented will be supplied prior to the voting. While the inspector is determining this number, I would like to cover a few housekeeping items.
You're each presented with an agenda for the meeting upon entering. On the reverse side of the agenda is a list of rules for conduct for this annual meeting. To conduct an orderly meeting, we ask our participants abide by these rules. The rules of conduct also govern the question-and-answer session that will follow adjournment of the meeting proper.
As stated in the rules of conduct, stockholders should not address this meeting until recognized. Should you wish to ask a question or speak during the meeting, please raise your hand. After being recognized, first identify yourself and your status as a stockholder, or representative of a stockholder, and then state your point and ask your question. As stated in the rules of conduct, we ask that you restrict your remarks to the item of the agenda that is before us. We appreciate your cooperation with these rules.
Now that all stockholders -- sorry, confirmed that no more stockholders have registered -- now that all stockholders present have registered their attendance, I will ask our Secretary of the meeting for his report. Mr. Sims?
Bryan A. Sims
Thank you, Mike. The notice of the meeting and the notice of the Internet availability of proxy materials was mailed beginning on March 28, 2013, to each stockholder of record at the close of business on March 14, 2013, which is the record date. As a result the meeting is being held pursuant to proper notice, a copy of the notice and a declaration of mailing of the notice is available for inspection by any stockholder present or by any proxy, representing a stockholder. Only holders of common stock on the record date are entitled to vote at this meeting.
A list of stockholders at the close of business on the record date is also available for examination by any stockholder present or by any proxy representing a stockholder. I've been advised by the Inspector of Election that a majority of the shares held by stockholders at the close of business on the record date are hereby present or are represented at this meeting in person or by proxy, because more than a majority of the outstanding common stock held by stockholders is present or represented here today, we have a quorum present and, therefore, this meeting is duly convened for the purposes of transacting such businesses as it may properly come before it. I'll turn this meeting back over to Mike.
Michael J. Berry
Thank you, Bryan. At this time, we will review the items of business on the agenda. After the formal business portion of the meeting has been adjourned, we will entertain any questions.
There are 4 items of business for consideration at the meeting today. The first item is the election of 2 Class I Directors to serve [indiscernible] in 2016 and until their successors are duly elected and qualified. Our board has nominated the following persons, Kevin B. Thompson, J. Benjamin Nye. The board recommends a vote for each of these nominees.
The second item of business to come before the meeting is ratification and the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year 2013. This proposal is discussed in detail in our proxy statement, the Board recommends the approval of the proposal.
The third item of business that come before the meeting is an advisory vote on the compensation of the named executive officers. This proposal on the compensation of named executive officers are described in detail in our proxy statement. The board recommends approval of this proposal.
The last item of business for consideration related to the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxies. The adjournment or postponement of the annual meeting will not be necessary as there are sufficient number of shares present to establish a quorum and to approve the proposals 1, 2, 3.
The polls are now open. Ballots were distributed to any of you who requested them as you register. If you desire a ballot, please raise your hand and it will be provided. If you previously voted by proxy, you do not need a vote today unless you wish to change your vote. The proxy holders will vote your shares as indicated on the proxy. After you have voted, please return the ballots to the Inspector of Election.
We have now seemed to have all the ballots and the polls are now closed. Will the Inspector of Election please collect and tally the ballots. Bryan has the votes. At this point, the voting tabulation has been completed and Mr. Sims will report the preliminary results of the matters voted upon today.
Bryan A. Sims
Thanks, Mike. So going to the results.
Proposal 1 for today's meeting is for the election of the directors. Based on this proposal, the 2 nominees receiving the most votes will be elected as our Class I Directors. The report of the Inspector of Election indicates that Mr. Thompson and Mr. Nye have received the recommended [ph] votes to be reelected as board members. Mr. Thompson received 75% of votes cast and Mr. Nye received 71% of votes cast.
Proposal 2 for today's meeting is to ratify Price WaterhouseCoopers LLP as our independent register public accounting firm for the current fiscal year. This proposal requires an affirmative vote from the majority of the shares voting on this matter. The report of the Inspector of Election indicates that the proposal -- that Proposal 2 have received more than 99% of the affirmative votes cast and, therefore, Proposal 2 has been approved.
Proposal 3 for today's meeting has been approved, on an advisory basis, the compensation of the executive officers. This proposal requires affirmative vote from the majority of the shares voting on this matter. The report by the Inspector of Election indicates that Proposal 3 have received more than 97% of the affirmative votes cast and, therefore, proposal 3 has been approved.
Proposal 4 for today's meeting relates to the adjournment or postponement of the annual meeting, if necessary, to solicit additional proxy. This proposal requires affirmative votes from the majority of the shares voting on this matter. The report of the Inspector of Election indicates that the Proposal 4 has received more than the majority of the affirmative votes cast and, therefore, Proposal 4 has been approved. However, it will not be necessary to adjourn or postpone the annual meeting, as we discussed earlier, because we have a quorum.
We report the final voting results on these matters on Form 8-K, which we will file with the Securities and Exchange Commission within 4 business days of this meeting. I'll now turn the meeting back over to Mr. Berry.
Michael J. Berry
We have now completed the business of the meeting and our 2013 Meeting of Stockholders is hereby adjourned. We would now like to open up the meeting to any questions and answers. Again, I'd like to remind you that the rules of conduct at the backside of the agenda. If you have a question, please raise your hand and wait to be recognized. We have approximately 15 minutes for questions, and we'll take as many of your questions as time allows. In order to maximize the opportunities to address as many questions as possible please limit your time to 1 minute and 1 question of interest to all stockholders, so we can take as many as possible. Thank you.
Since there are no questions, this concludes our question-and-answer session, and ladies and gentlemen, thank you again for attending and for your continued support and interest for SolarWinds. Have a great day.
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