AGM 2020

Aug 10, 2020

Good morning, ladies and gentlemen, and welcome to the twenty twenty Annual Stockholders Meeting of 8x8. I am Brian Martin, Chairman and Chief Technology Officer of the company. The meeting will now officially come to order. We hope that everyone is safe and healthy during this COVID-nineteen crisis. While we look forward to seeing you in person, in the interest of safety for you and our staff, as well as complying with local orders regarding indoor gatherings, we are holding today's annual stockholders meeting virtually. The time is now 11:00AM on Monday, 08/10/2020, and the polls are now open for voting on all matters to be presented. Before we proceed with the formal business of the meeting, I would like to introduce the other members of 8x8 with us today: Vic Verma, 8x8's Chief Executive Officer Sam Wilson, 8x8's Chief Financial Officer Matt Zinn, 8x8's Senior Vice President, General Counsel, Secretary and Chief Privacy Officer and Victoria Hyde Dunn, 8x8's Head of Investor Relations as well as members of our Board of Directors. Also joining us is David Sage, Partner at Moss Adams LLP, 8x8's independent auditors. Mr. Zinn will be acting as secretary for the meeting and the inspector of elections. We will now proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. We will present the four proposals submitted for approval by our board. We will take questions related to the proposals after all of the proposals have been presented. After which, we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common stock is entitled to one vote. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. You should all have a copy of the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask you to please follow those rules. Stockholders who are attending this meeting with a valid 16 digit control number may submit questions or comments through the text box located on the virtual meeting screen. We will try to answer questions submitted that are relevant to the proposals as and if we have time. Victoria Hai Dunn will screen incoming questions. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the Secretary, Mr. Zinn, please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list? I have at this meeting a complete list of the stockholders of record of the company's capital stock on 06/12/2020, the record date for this meeting. The list of stockholders is open for inspection by any stockholder present and will remain open for inspection during this meeting. I also have an affidavit certifying that on 07/01/2020, a notice of annual meeting of stockholders of the company was deposited in The United States mail to all holders of common stock of record at the close of business on 06/12/2020. Copy of the notice, proxy statement, form of proxy, and affidavit of mailing will be attached to the minutes of this meeting. Thank you. I hereby appoint mister Zinn to act as inspector of Election at this meeting. Mr. Zinn has taken and subscribed to the customary oath of office to execute his duties, which will be filed with the records of the meeting. His function is to determine the number of shares represented at this meeting, the validity of proxies, the existence of a quorum, the qualification of voters, and when balloting on all matters is completed, the number of votes cast as to each matter. Will the Secretary please report at this time with respect to the existence of a quorum? As the inspector of election, I confirm that proxies have been received for 82,040,742 of the 103,785,079 shares of common stock, which represents approximately 79.04% of the total number of outstanding shares. This constitutes a quorum for the transaction of business. Thank you. I hereby declare this meeting to be duly constituted for the transaction of all business. We will now proceed with the formal business of this meeting. There are four proposals to be considered by the stockholders at this meeting. After all of the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. The first order of business is the election of eight directors to serve for a one year term until the date of the annual meeting in 2021 and until their successors are elected. The following individuals have been nominated for the one year term ending in 2021: Brian R. Martin, Vikram Verma, Eric Salzman, Jaswinder Pau Singh, Vladimir Jasemovic, Monique Bonner, Todd Ford and Elizabeth Theophil. The next item of business is the ratification of the selection of Moss Adams LLP as the independent auditors of the company for the fiscal year ending 03/31/2021. The next item of business is the approval of amendments to the company's amended and restated nineteen ninety six employee stock purchase plan, including the reservation of an additional 3,000,000 shares of common stock for issuance there under. The next item of business is the approval on a nonbinding advisory basis of the compensation of our named executive officers as disclosed in our proxy. There are no other proposals for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Ms. Hai Dunn, are there any questions pertaining to the four proposals? No questions related to the proposal. Thank you. The time is now 11:07 a. M. And the polls are now closed for voting. The inspector of elections will now present the results. The report of the inspector of election covering the proposals presented at this meeting is as follows. The motion to elect as directors of the company Brian R. Martin, Vikram Verma, Eric Salzman, Yaswinder Pal Singh, Vladimir Jasimovic, Monique Bonner, Todd Ford, and Elizabeth Theophile is approved. The appointment of Moss Adams LLP as independent auditors for the fiscal year ending 03/31/2021 is approved. The motion to approve amendments to the company's amended and restated nineteen ninety six employee stock purchase plan, including the reservation of an additional 3,000,000 shares of common stock for issuance there under as disclosed in our proxy is approved. The motion to approve a nonbinding advisory on a nonbinding advisory basis, the compensation of our named executive officers as disclosed in our proxy is approved. A full tally of the votes will be published on Form eight ks by the company with the Securities and Exchange Commission within four business days of today's date. Thank you. This concludes the formal portion of today's meeting, and the annual meeting is now adjourned. Thank you again for your attendance at today's meeting and for your continued support of 8x8. Sarah, operator, I'll throw it back to you. This concludes today's presentation. Thank you for joining. You may now