Welcome to the annual meeting for Phreesia, Inc. Our host for today's call is Chaim Indig, Chief Executive Officer. I will now turn the call over to your host. Mr. Indig, you may begin.
Good morning, everyone. My name is Chaim Indig, Chief Executive Officer of Phreesia, Inc. The meeting is now called to order. I will be acting as chairperson of the meeting, and I've asked Allison Hoffman, General Counsel and Secretary of the Corporation, to record the minutes. I am pleased to welcome our stockholders and visitors to this virtual annual meeting of Phreesia, Inc. This meeting is being held in accordance with the company's bylaws and Delaware law. At our meeting today, we will take care of the formal business described in our notice and proxy statement, a copy of which was mailed on or about May 14th, 2026, to all of our stockholders of record at the close of business May 1st, 2026. Before proceeding to the formal business, I would like to introduce the directors and officers of Phreesia who have joined us today.
Our directors are Michael Weintraub, Edward Cahill, Dr. Lisa Egbuonu-Davis, William Goldstein, Jon Kessler, Gillian Munson, Ramin Sayar, Dr. Mark Smith, and I. Our officers are Balaji Gandhi, Chief Financial Officer, Evan Roberts, President, Provider Solutions, Allison Hoffman, General Counsel, Secretary, David Linetsky, President, Network Solutions, Amy Beth VanDuyn, Senior Vice President, Human Resources, and I am the Chief Executive Officer. In addition to Balaji Gandhi, our Chief Financial Officer joins me today and will assist me with any questions from investors. Our independent auditor, the firm of KPMG LLP, is represented at this meeting by Maria Blom and Sean Tiernan. Our outside counsel for the firm, Goodwin Procter LLP, is represented at this meeting by John Egan. Thank you all for being here.
Now let's proceed to the formal business of the meeting, notice of which was sent to all stockholders of record as of the close of business on May 1st, 2026. Stockholders of record on that date are entitled to vote at this meeting. We have on the meeting website a record of stockholders as of that date. A duplicate record has been on file at the mailing address of the corporation for the last 10 days, immediately prior to the date of this meeting, and has been available for inspection by any stockholder during that period at any time during normal business hours. The agenda and rules of conduct for the meeting are posted on the meeting website. It is our intention to conduct this meeting in accordance with these documents. There will be an opportunity for questions about each of the proposals after they are all presented.
If you have any questions, please submit them now using the Ask a Question field on the meeting website. Please adhere to the rules and conduct in addressing this meeting. The Board of Directors has appointed Tracy Oates to act as Inspector of Elections for this annual meeting, and she will tabulate results of the votings. The Inspector of Elections has signed the oath of her office, which we filed with the minutes of this meeting. Ms. Oates, do we have a quorum present?
Mr. Indig, of the 61,774,290 shares of common stock entitled to vote at the meeting, 51,488,560 shares are represented either in person, virtually, or by proxy, therefore, a quorum is present.
Thank you, Ms. Oates. I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. We will vote by proxy and by virtual ballot. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may do so by clicking on Vote Here at the meeting website. It is now 9:03 A.M. on June 24th, 2026. The polls for each matter will be voted on, this annual meeting are now open. The first item of business is the election of directors.
At this meeting, we will vote on two nominees for Class I directors to serve for a three-year term ending at the 2029 annual meeting, all as set forth in the proxy statement. Based on the recommendations of the Nominating and Corporate Governance Committee of the Board, our board has nominated Jon Kessler and Chaim Indig for election as director to serve for a three-year term ending at the 2029 annual meeting or until their successors are duly elected and qualified, subject to the early resignation or removal. Each of the nominees is a current member of our board and has consented to serve if elected. For Proposal 1, the election of directors, the two nominees receiving a plurality of votes entitled to vote and cast will be elected as directors.
The corporation's bylaws require that a stockholder provide advance notice to the corporation when stockholders intend to nominate a person as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends the stockholders vote in favor of this proposal. The second item of business is the ratification of the appointment of KPMG as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2027. The Audit Committee of the Board of Directors, which is comprised entirely of independent directors, appointed KPMG as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending January 31, 2027. The Board of Directors approved the selection of KPMG and has asked the stockholders to ratify this selection. Stockholder ratification is not required by the corporation's bylaws.
The Board of Directors is submitting this to the stockholders for ratification as a matter of good corporate governance. A majority of the votes properly cast is required in order to ratify the appointment of KPMG. In the event that the majority of the votes properly cast do not ratify the appointment of KPMG, the Audit Committee will reconsider whether or not to retain KPMG. The third item of business is a vote to approve on a non-binding advisory basis the compensation of our named executive officers for fiscal year 2026, as disclosed in our proxy statement. This proposal, commonly known as say on pay proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole.
This vote is not intended to address any specific elements of compensation, but rather the overall compensation of our named executive officers and the philosophies, policies, and practices described in our proxy statement. The approval of this non-binding advisory proposal requires the affirmative vote of a majority of the votes properly cast. As an advisory vote, the outcome of the vote on this proposal is non-binding. Our management team, our Board, our Compensation Committee, which is responsible for designating and administering our executive compensation, values the opinion expressed by our stockholders, whether through this vote or otherwise, and will consider the outcomes of this vote when making future executive compensation decisions. We will now open the meeting for any questions. If you have any questions and have not already submitted them, please do so now using the Ask a Question field on the meeting website.
We will now give everyone a moment to submit questions they may have. Mr. Gandhi, have any questions been submitted?
No, Mr. Indig. No questions have been submitted.
The question and answer portion of the meeting is now closed. I will now proceed with the voting. Anyone who is voting by virtual ballot and has not already done so during the meeting, please click on Vote Here on the meeting website. Mark your virtual ballot now. We will give everyone a moment to mark their virtual ballots. The Inspector of Elections will not accept any virtual ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now 9:08 A.M. on June 24, 2026, and the polls for each matter will be voted on in this meeting are now closed.
No additional virtual ballots, proxy votes, and no changes or revocations will be accepted. Inspector of Elections, please report on the preliminary results of the voting.
With regard to proposal 1, the two nominees received the plurality of the votes entitled to vote and properly cast. With regard to proposal 2, a majority of the votes properly cast have been voted in favor of the ratification of KPMG LLP as the corporation's independent registered public accounting firm for the fiscal year ending January 31, 2027. With regard to proposal 3, a majority of the votes properly cast have been voted in favor of the approval on a non-binding advisory basis of the compensation of the corporation's named executive officers for fiscal year 2026.
Thank you, Ms. Oates. I declare all the proposals presented at this meeting have been ratified or approved by the stockholders. The final results of voting, including virtual ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our current report on a Form 8-K, which we filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.
This now concludes the meeting. Thank you for joining, and have a pleasant day.