Good day everyone, and welcome to the 2026 Five9 annual meeting. Now I'd like to turn the call over to your host, Mike Burkland, Chairman of the Board. Please go ahead, Mike.
Thank you for joining us today. I'm Mike Burkland, Chairman of the Board of Directors at Five9. I will be presiding at this meeting, and the meeting is now called to order. Along with my fellow directors and executive officers of the company, I would like to welcome you to our annual meeting of stockholders. We appreciate your attendance, your interest, and your support of Five9. If you have any questions pertaining to the proposals being considered at this meeting, please enter and submit them in the space provided on the virtual meeting screen. Please note that if you are logged in as a guest, you will not be able to pose questions through the portal. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will present the proposals for stockholder consideration and vote.
We would like to introduce the Directors of Five9 who are on the webcast today. Please welcome Robert Zollars, our Lead Independent Director, Jonathan Mariner, the Chairman of our Nominating and Governance Committee, Maria Walker, the Chair of our Audit Committee, Michael Burdiek, the Chairperson of our Compensation and Technology and AI Committees, Sue Barsamian, Sagar Gupta, Julie Iskow, Sudhakar Ramakrishna, and Amit Mathradas, who also serves as our Chief Executive Officer. The other Five9 executives who are in attendance are Bryan Lee, our Chief Financial Officer, and Tiffany Meriweather, our Chief Administrative and Legal Officer and Corporate Secretary. In accordance with our bylaws, I will act as chairman of the meeting, and Ms. Meriweather will act as secretary of the meeting. I will now turn the meeting over to Amit Mathradas, our CEO, for opening remarks, followed by Ms. Meriweather with an introduction of our auditor.
Thank you, Mike. Thank you all for joining us today. I am honored to be here as the Chief Executive Officer of Five9. As many of you know, this is my first annual meeting with the company, and I appreciate the opportunity to introduce myself to our stockholders in this forum. Thank you for your confidence in Five9 and for your participation in today's meeting.
Attending this meeting are Candace Beyer and Philip Ehurun of KPMG, our independent auditor. Ms. Beyer is available to respond to appropriate questions submitted by stockholders. In addition, Broadridge Financial Solutions has been appointed and will serve as independent inspector of the election for this meeting. Mr. Richard Laza of Broadridge Financial Solutions will tabulate and certify the voting results. He has filed an oath of office with me for inclusion in the minutes of this meeting.
After the polls are open with respect to the applicable proposals, stockholders may submit their vote electronically through the voting platform with respect to those proposals. If you have already submitted a proxy with your voting instructions, you do not need to take any further action unless you would like to change your vote. After voting on the applicable proposals has been completed, the votes will be counted.
The named proxies for this stockholder meeting are Amit Mathradas and Bryan Lee. If you have returned your proxy card, the proxy holders will vote your shares as you indicated on the proxy card. Broadridge has delivered to us an affidavit of mailing certifying that the notice of this meeting has been mailed to stockholders of record at the close of business on 24 March 2026. Broadridge commenced such mailing to stockholders on 7 April 2026. The company's annual report on Form 10-K and proxy materials for this meeting were furnished to stockholders entitled to vote at this meeting over the internet beginning on 7 April 2026, and such materials are available on the website used to access this meeting.
Mr. Chairman, on 24 March 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 76,563,988 shares of common stock. I have been informed by the Inspector of Election that there are 62,804,950 shares of stock represented by proxy at this meeting, representing greater than 50% of the total shares entitled to vote at this meeting, and thus constituting a quorum.
Thank you, Tiffany. On the basis of the report of the Secretary and the Inspector of Election, proper notice has been given and a quorum is present. Accordingly, this meeting has been properly convened. Tiffany, please review the proposals to be voted on by the stockholders.
The first proposal to come before the meeting is management's proposal to amend and restate the company's amended and restated certificate of incorporation to declassify the board of directors. Our charter currently divides our board into three classes nearly equal in size. Members of each class serve staggered terms that expire at the third annual meeting of stockholders after their election and until their respective successors are duly elected and qualified. On 17 March 2026, after careful consideration, our board of directors declared advisable, unanimously approved, and recommended that our stockholders approve an amendment and restatement of the charter, which includes amendments to provide for a phased-in elimination of our classified board of directors, which, when it is complete, will result in all directors standing for election annually for a 1-year term.
The complete text of the proposed amended and restated charter, which includes the declassification amendment, is set forth in Appendix A of the proxy statement. Approval of the declassification amendment proposal requires the affirmative vote of the holders of at least 66 2/3% in voting power of the company's outstanding stock entitled to vote on the proposal. The board of directors recommends that our stockholders vote for this proposal. The next matter to come before the meeting is management's proposal to amend and restate the charter to remove super majority voting requirements. On 17 March 2026, after careful consideration, our board of directors declared advisable, unanimously approved, and recommended that our stockholders approve an amended and restated charter, which includes amendments to eliminate super majority voting requirements from the charter effective after the conclusion of the 2027 annual meeting.
Approval of this proposal requires an affirmative vote of at least 66 2/3% in voting power of the company's outstanding stock entitled to vote on the proposal. The board of directors recommends that our stockholders vote for this proposal. The next matter to come before the meeting is the nomination of candidates for election as directors. At this meeting, we will be electing two directors as Class III directors for a term expiring at the 2027 annual meeting of stockholders, or if Proposal 1 does not pass, for three-year terms expiring at the 2029 annual meeting of stockholders. The nominees are Amit Mathradas and Sagar Gupta. Information concerning their principal occupations, service with Five9, skills and qualifications, and other matters which may be of interest are contained in the proxy statement. The board of directors recommends that our stockholders vote for each such nominee.
No other nominations were received prior to the deadline established in the company's bylaws, so no further nominations may be made at this meeting. The next matter to come before the meeting is the non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. The board of directors recommends that our stockholders vote for the resolution approving, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in our proxy statement. The final matter to come before the meeting is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026. The board of directors recommends that our stockholders vote for this proposal.
The polls are now open at 8:40 AM on 20 May 2026 with respect to Proposals 1 and 2 only. After voting on Proposals 1 and 2 is complete, we will close the polls with respect to Proposals 1 and 2, announce the results thereof, and file the amended and restated charter if the proposals are approved by the stockholders. After a brief pause, we will then open the polls with respect to the remaining proposals. Are there any questions on Proposals 1 and 2? There are no questions which have been submitted via the website. There being no further questions with respect to Proposals 1 and 2, I hereby declare the polls with respect to Proposals 1 and 2 closed at 8:41 AM on 20 May 2026.
The Inspector of Election has delivered the voting results with respect to Proposals one and two to Tiffany, as Secretary, who will now announce the results.
Mr. Chairman, the Inspector of Election has provided the voting results for Proposals 1 and 2. Management's proposal to amend and restate the charter to declassify the board of directors was approved. Management's proposal to amend and restate the charter to remove super majority voting requirements was approved. Because Proposal 1 and Proposal 2 passed, we are now pausing the meeting for a few minutes in order to file our amended and restated certificate of incorporation with the Delaware Secretary of State. That it is effective and governs the election of directors under Proposal 3, who will be elected for a 1-year term expiring at the 2027 annual meeting of stockholders. We will now take that pause. Thank you for your patience.
The amended and restated certificate of incorporation reflecting the amendment set forth in our proxy statement under Proposal 1 and Proposal 2 has been filed with the Delaware Secretary of State and is now effective.
Thank you. The time is now 8:45 AM on 20 May 2026, and the polls are now open with respect to Proposals 3, 4, and 5. We will now take questions regarding Proposals 3, 4, and 5. There are no questions that have been submitted via the website. There being no further questions with respect to Proposals 3, 4, and 5, the time is now 8:45 AM on 20 May 2026, and the polls are now closed with respect to Proposals 3, 4, and 5.
Mr. Chairman, the Inspector of Election has tallied the ballots and proxies cast for Proposals 3, 4, and 5 presented at this meeting and has submitted his preliminary report. The preliminary report results indicate that each of the two persons nominated for director has received a plurality of the votes cast and has been elected as a director of the company to serve for a 1-year term that will expire at the 2027 annual meeting of stockholders. The compensation of our named executive officers, as disclosed in our proxy statement, was approved on a non-binding advisory basis. The appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending 31 December 2026, has been ratified. The final voting results of this meeting will be reported on a Form 8-K filed with the Securities and Exchange Commission.
That concludes the business of this meeting. This meeting is now adjourned. Thank you for attending today's meeting. This concludes our webcast and ends our call.
That concludes our meeting today. You may now disconnect.