AGM 2020

Dec 3, 2020

Good morning, and welcome to the bill.com Holdings, Inc. 2020 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Rene Lasert. Mr. Lasert, please go ahead. Thank you. Good morning, everyone. Welcome and thanks for joining us for bill.com's 2020 Annual Meeting of Ship Stockholders. I'm Renee Lserge, Founder and CEO of bill.com and Chairperson of bill.com's Board of Directors. I will act as the Chair of this annual meeting and now call the meeting to order. We are hosting our annual meeting virtually with our stockholders attending via our web meeting portal due to public health concerns resulting from COVID-nineteen. In addition to myself, I'd like to introduce the other Board members who have been invited to participate on the call today, Steve Cakebread, David Chow, David Hornick, Brian Jacobs, Peter Kite, Ali Klein, Allison Manukin, Rory O'Driscoll, Tom Owinney, Steven Piaquare and Colleen Taylor. Another members of bill.com's leadership team participating on today's call are John Reddyck, Chief Financial Officer and Executive Vice President, Finance and Operations Boruchan, Chief Experience Officer Thomas Clayton, Chief Revenue Officer and Raj Jie, General Counsel, Chief Compliance Officer and Secretary. At this time, I'd like to introduce Raj Sajee, our General Counsel, Chief Compliance Officer and Secretary, who will act as secretary of this annual meeting and keep the minutes. Raj will now begin the formal matters to be discussed at this meeting. Thanks, Sunil. I'm advised by the Inspector of Election that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and therefore, a quorum is present. We will describe the proposals that are to be voted on later today during the meeting. The polls are now open for voting. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the vote button on the webcast portal and following the instructions here. Stockholders who have sent in proxies or have previously voted via the Internet or by phone and who do not wish to change their vote, do not need to take further actions. Their votes will be counted automatically. We expect to close the poll approximately 1 minute after the presentation of matters to be voted upon at the meeting and question and answer session. We will answer questions regarding matters to be voted upon at the meeting after all matters have been presented as appropriate. Stockholders are limited to 1 question each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question and answer session will be limited to 10 minutes. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions and you must have your 16 digit control number to do so. This meeting is being recorded. However, no one attending the meeting via webcast is permitted to use any audio recording device. A webcast playback will be available at the same link for this meeting within 24 hours of the meeting. The webcast will be available for up to 90 days after this meeting. At this point, I would also like to introduce a few more people who are in attendance at today's meeting. Mick Bobroff of Ernst and Young LLP, our independent registered public accounting firm. Mr. Bobroff will be available during the question and answer session to respond to appropriate questions. Kathy Weed of Clearlane Consulting LLC will act as the Inspector of Election for this meeting and tabulate results of the voting. Ms. Wheaton has executed the oath of Inspector of Election. Now let me turn to the formal business of this meeting. The proposals to be considered at this meeting are described in bill.com's proxy statement dated October 19, 2020, and I will review these in a few minutes. But first, I'll report on the notice for this meeting. Our Board of Directors fixed October 5, 2020, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of Internet availability of proxy materials was mailed on or about October 19, 2020 to all of bill.comstockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the meetings the minutes of this meeting. I have a list of stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder. This list will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the record date, there were 81,9834,000 shares. Let me say that again, 81,009,834 shares of our common stock outstanding and entitled to vote at this meeting, with each share of common stock entitled to 1 vote. As previously mentioned, the Inspector of Election has advised that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today and therefore a quorum is present. This meeting is therefore authorized to transact business. Now, I'll present the matters to be voted upon. Proposal 1, Election of Directors. As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect 3 directors, each to serve a 3 year term, expiring at the 2023 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal. The Director nominees are Suneet Lasser, Peter Kite and Colleen Taylor. No other Director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors. As Secretary for this annual meeting and on behalf of the Board of Directors, I move for the election of each of the nominated directors, which nomination is seconded by proxy. Proposal 2, ratification of independent registered public accounting firm. The second item of business is to ratify the appointment of Ernst and Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2021. The Board of Directors recommends a vote for the ratification of the appointment of Ernst and Young LLP. As secretary for this meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. This concludes the discussion of the proposals. We will now address any questions relevant to the proposals that stockholders may have submitted through the webcast portal. Please note that we will not address any questions which are irrelevant to the matters presented at this meeting. If you have not submitted a question already and wish to do so, please enter your question now. As noted earlier, stockholders are limited to 1 question each. Though we may not be able to answer every single question, we will do our best to respond to as many possible in the time permitted. The time permitted for the question and answer session will be limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question and answer session earlier. Please note, if you have a specific question about a specific bill.com service offering or your customer account, please feel free to send those questions to investorir.bill.com, where they will be answered in due course separate from this meeting. We will now pause briefly to allow stockholders to submit questions through the portal. Karen, have any questions been submitted? There are no questions. We do not see any questions and we'll conclude the question and answer session. As noted earlier, the voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone and who do not wish to change their vote do not need to take any further action. Their votes will be counted automatically. We will now briefly pause to leave the polls open to allow anyone who chooses to vote here to cast ballots. Time begins now. Now that everyone has the opportunity to vote, I now declare the polls for the 2020 Annual Meeting of Stockholders of bill.com Holdings Inc. Closed. We now have preliminary voting results. Directors elected pursuant to proposal 1 are elected by plurality of the votes of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the 3 nominees receiving the highest number of affirmative votes will be elected to the Board of Directors. Based on preliminary results as tabulated by the Inspector of Elections, Rene Lacerte, Peter Kite and Colleen Taylor are the 3 nominees on the ballot who have received the highest number of affirmative votes cast, each receiving over 50% of the votes cast and therefore each nominee has been elected to the Board of Directors. The vote required to approve proposal 2 is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal 2 that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on preliminary results as tabulated by the Inspector of Elections, the proposal to ratify the appointment of Ernst and Young LLP has been approved by a majority of the votes cast. There are no other formal matters of business before this meeting. Further results of the vote to be recorded as stated in the minutes of this meeting and also filed with the SEC on Form 8 ks within 4 business days. Thank you to those who participated in today's virtual meeting and those stockholders who submitted questions. This now concludes our annual meeting and the meeting is now adjourned. This concludes bill.com Holdings, Inc. 2020 Annual Meeting of Stockholders. A replay of the meeting will be available within 24 hours at the website you logged into today. You will now be disconnected from the meeting. Thank you and have a good day.