AGM 2021

Jun 22, 2021

Good morning, ladies and gentlemen. Welcome to the Pegasystems 2021 Annual Meeting of Shareholders. I will now turn the call line over to Mr. Cushing. Good morning, fellow shareholders. On behalf of Pegasystems, I'd like to thank you for attending our 2021 Annual Meeting of Stockholders. I'm Matt Cushing, Vice President, Chief Commercial Officer, General Counsel and Secretary of Pegasystems. I will now call the 2021 Annual Meeting to order. I'd like to start by introducing the members of our Board of Directors who have joined this meeting either in person or by telephone conference call. Alan Trefler, Chairman of the Board Peter Giddens, Mr. Jones, Christopher Lafond, Diane Ledingham, Sharon Rollins and Larry Weber. We're also joined today by members of Pegasystems functional leadership team and representatives from our outside legal counsel, Joe, Paul and Stewart As well as by our auditors, Deloitte and Touche and a representative from Computershare. Before acting on the matters listed in the notice of meeting, let me cover some procedural points. First, this meeting has been called in accordance with the company's amended and restated bylaws The required notice has been given. 2nd, if you have previously voted your shares for this meeting, your vote will be counted automatically without any further action on your 3rd, all Pegasystems shareholders entitled to vote at this meeting have the ability to do so online or in person if The shareholder is present at today's meeting and is a record holder of shares, meaning that the shareholder owns shares And a shareholder's own name and not through a bank or brokerage firm. If you are a shareholder entitled to vote and have not voted Or if you want to change your previously cast vote, please do so through the link on the meeting website under Vote Your Shares. Please remember that if you have already voted us by proxy, it is not necessary to vote again. After voting has been completed On all the matters on the agenda, we will close the polls and I as the Inspector of Elections will provide the preliminary report. I will now establish for the record that the meeting has been properly convened and that a quorum is present for the transaction of business. According to the list of shareholders of record, as of the close of business on the record date, which was April 21, 2021,000,267,183 shares of common stock were issued and outstanding. According to this meeting requires the presence in person or by proxy of holders of a majority of the shares outstanding on the record date, Which is 40,633,592 shares. The preliminary report indicates that a total of at least 76,872,908 shares Or at least 94% of the issued and outstanding shares were represented in person or by proxy at the opening of this meeting. This represents the majority of the shares outstanding on the record date giving us a quorum. Having now established a forum for the conduct of business, the polls will remain open until we declare them closed after the time all proposals are presented Shareholders wishing to vote have had the opportunity to cast their vote on the meeting link or in person if present here today. Our shareholders are requested to act on the following matters. 1st, to elect the 7 nominees named in the proxy To our Board of Directors to hold office until our 2022 Annual Meeting of Shareholders and until their successors are duly elected and qualified. 2nd, to approve by a non binding advisory vote the compensation of our named executive officers third, To consider, if properly presented at the meeting, a shareholder proposal regarding shareholder proxy access and 4th, To ratify the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The first order of business is to elect the nominees of the Board of Directors. With respect to each nominee, the number of those Cast in favor of such nominee must represent a majority of the issued and outstanding shares. At this time, I will entertain a motion to elect Peter Guinness, Richard Jones, Christopher Lafond, Diane Ledingham, Sharon Rowland, Alan Trefler and Larry Weber to the Board of Directors of the company. May I have a motion to elect the nominees? I so move. May I have a second? I second the motion. If any shareholder wishes to ask questions on the proposals, questions may be submitted via the virtual meeting website or if Thank you, President, in person by raising your hand and being recognized by the Chairman for the meeting. Are there any questions on this motion? No questions. Having received none, we'll move on to the second proposal. The second order of business is to approve by a non binding advisory vote, The compensation of our named executive officers. This matter will be determined by the vote of a majority of the votes cast at this meeting. May I have a motion to approve this proposal? I so move. May I have a second? I second the motion. Are there any questions on this motion? There are no questions. Having received none, we'll move on to the 3rd proposal. The 3rd item of business is a shareholder proposal submitted by James McRitchie. The shareholder proposal is set up in Proposal 3 beginning on Page 38 of our proxy statement, along with the statement from the Board of Directors displaying the reasons for recommending At the shareholder vote against the proposal. At this time, I will ask shareholder McRitchie to present The shareholder proposal and make a motion that it would be put to a vote. Sherwin McRitchie, you now have up to 3 minutes To make the proposal. Mr. McRitchie, your line is now unmuted. Thank you. I move proposal number 3, proxy access for a vote. Since the majority of Pegasystems is owned by insiders, our votes may be less Consequential, but they still give the Board a sense of what unaffiliated shareholders want and that's important. 77% of S and P 500 Companies have adopted proxy access. Those rights are now spreading to smaller companies. Pegasystems could signal to the market that it's open to input from shareholders beyond insiders and 13 filers If it is open to a wider shareholder base, the best way to do that is by adopting proxy access. Proxy access in the United States, cost benefit analysis by CFA Institute found that proxy access would benefit both the markets Corporate boardrooms with little cost or disruption, they estimated would raise U. S. Market capitalization by up to 140,000,000,000 Public versus private provision of corporate of governance, the case of proxyX has found an average of 0.5% Increase in shareholder value for companies where proxy access targeted. Proxy access creates a more competitive environment for directors. They know if they fail, shareholders can replace I want to be clear, I don't expect that need to arrive at Pegasystems, especially in the near future. But having proxy access in the toolbox is a good idea It lets shareholders know directors are confident in their electability. Please vote for proposal number 3 and do it now before voting is Closed. I'm not sure what the practice is at Pegasystems, but many companies cut off voting a few seconds after proposals have been presented. Of course, that makes a mockery of the whole system of presentation, which is to provide arguments that shareholders can weigh before voting. Obviously, it takes more than a second or 2 to weigh the evidence and moving through the mechanics of voting. Since Pegasystems has made it impossible for retail Gerald, if the vote at the meeting, this point may be moot. So vote now on proposal number 3, Proxy access increases the value of your shares by keeping directors focused on shareholder value. Thank you. Mr. McRitchie's line is now muted. Thank you, Mr. McRitchie. The Board's response to this proposal begins on Page 39 of our proxy statement. We'll now move on to the 4th proposal. The 4th matter to come before the meeting is the ratification of the the selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. This matter will be determined by the vote of a majority of the votes cast at this meeting. May I have a motion to approve this proposal? I so move. May I have a second? I second the motion. Are there any questions on this motion? There are no questions. Having received none, I remind you that the pools are about to close. So if you have not yet voted, please do so. Because everyone has now had the opportunity to vote, it is now 10 past 10 am and the polls are closed. As the Inspector of Elections, I am delivering this preliminary report and I will now announce the preliminary results. Based on the preliminary report, each of the nominees for Director received more than 90% of the votes cast in favor of His or her election and has been elected as the Director of the company for a 1 year term to expire At the 2022 Annual Meeting of Shareholders and until preferably replaced, The resolution on an advisory basis for the compensation of our named executive officers received more than 94% of the votes cast in favor The proposal has been approved. The shareholder proposal regarding shareholder proxy access Did not receive more than a majority of the votes cast and is therefore not passed and the ratification of the appointment of Deloitte and Touche LLP as Pega Systems registered independent public accounting firm received more than 98% of the vote cast in favor of the appointment and the appointment has been ratified. The final both results will be included in a Form 8 ks that will be filed within 4 business days from today. This concludes the business to be brought before the meeting. Because there is no other business, I'll entertain a motion to adjourn. I move to adjourn the meeting. Ma'am, second? I second the motion. The meeting is adjourned. Thank you again for your time today and your continued support of Pegasystems. I now invite you to submit questions you may have regarding Pegasystems And it's business. As you can understand, we will not answer questions that are irrelevant to the business of Pegasystems or that request information or comment with respect to the Cushing:] The financial performance of Pegasystems as Pegasystems is currently in a quiet period. Please follow the instructions provided on the virtual meeting screen to submit questions Or if you are present in person by raising your hand and being recognized by the chair of the meeting. While we pause to give we give time to post your questions, Let me turn the microphone over to our VP of Corporate Development and Investor Relations, Peter Welberg. We will read our safe harbor with respect to questions. We have not received any questions from our shareholders. Okay. Excellent. Well, with no questions, This concludes our 2021 Annual Meeting of Shareholders. And I'll turn the meeting back over to our operator. The 2021 Annual Meeting of Shareholders is now concluded and you may now disconnect. Thank you.