Rackspace Technology, Inc. (RXT)
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Sep 22, 2026, 3:17 PM EDT - Market open
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AGM 2026

Jun 18, 2026

Summary

Shareholders approved all four proposals, including director elections and an equity plan amendment. The meeting was conducted virtually with secure voting and no questions were raised by shareholders.

Gajen Kandiah
CEO, Rackspace Technology

Good morning everyone, welcome to the 2026 Annual Meeting of Shareholders of Rackspace Technology, Inc. I'm Rackspace's Chief Executive Officer as well as a member of our board of directors. I've been designated by the board to chair this meeting, I'm pleased to be joined by additional members of our board of directors, including Jeffrey Benjamin, Mitch Garber, Anthony Roberts, Tony Scott, Aaron Sobel, and director nominee Michael Weston.

Our board and management teams appreciate the continued trust and support of our shareholders, we would like to thank you for taking the time to vote your shares and attend this annual meeting. Every vote counts, we value our shareholders' feedback. Members of our executive leadership team are also in attendance, including Mark Marino, Chief Financial Officer, Kellie Teal-Guess, Chief Human Resources Officer, Michael Bross, Chief Legal Officer and Corporate Secretary, D K Sinha, President, Public Cloud, Kathleen Schneider, Chief Marketing Officer.

We are also joined by John Brecker, a representative from KPMG LLP, our independent auditors. I will now call the meeting to order. An agenda outlining the order of business to be conducted during this meeting is available on your screen in the webcast portal. Sagar Hebbar, our Vice President of Finance and Investor Relations, will now take us through the agenda, including some administrative matters and an overview of the proposals to be voted on.

Sagar Hebbar
VP of Finance and Investor Relations, Rackspace Technology

Thank you, Gajen. Michael Bross, our Corporate Secretary, will serve as Secretary of this meeting and record the minutes of the proceedings. The board previously fixed April 21st, 2026 as the record date for determining shareholders entitled to vote at this meeting. Sarah Alexander, our Vice President, Deputy General Counsel, and Assistant Secretary, has been appointed as Inspector of Election for this meeting and any adjournment or postponement thereof.

The Inspector of Election has the authority, among other things, to receive and determine the validity of all proxies and ballots submitted and to certify the number of shares represented at this meeting, as well as the results of the vote of the company shareholders on any proposal. The inspector has taken and signed an oath to faithfully execute the duties of Inspector of Election with strict impartiality and to the best of her ability. This oath will be filed within the minutes of this meeting. The inspector has delivered an affidavit of mailing from Broadridge, which states that on April 30th, 2026.

Notice of the annual meeting internet availability of proxy materials was mailed to all shareholders of record as of close of business on the record date. This affidavit will be filed with the minutes of this meeting. We also have a list of the company shareholders as of the close of business on the record date, which shows the respective number of shares held by each shareholder entitled to vote at this meeting. This list is available and will be filed with the minutes of this meeting.

The Inspector of Election has advised us that there is present in person or by proxy a quorum at the meeting, the meeting has been duly and lawfully convened. The meeting is now open and ready for business. The polls are now open, and you may vote online anytime until we announce that the polls are closed. This is a virtual shareholder meeting taking place solely over the internet via webcast. Shareholders located anywhere in the world have the opportunity to attend the meeting via the webcast portal, which incorporates shareholder validation capabilities.

Shareholders of record received a unique control number with their meeting notice. Any shareholder who logged into the meeting using their control number can vote in real time during the meeting. Validated shareholders may also submit questions via the chat function in the webcast portal. Other interested parties are also able to log in as a guest. However, the voting and Q&A capabilities are only available to validated shareholders. Many of our shareholders submitted proxies prior to the start of this meeting, which means that many of the votes have already been counted.

If you have already voted via the internet or by phone, you do not need to take any further action unless you wish to change your vote. If you have not yet had the opportunity to vote your shares, or if you wish to change your vote, you may do so now by following the voting instructions within the virtual meeting webcast portal. As a reminder, this feature is only available if you logged in using your unique control number. Moving forward on the agenda, I will now present the matters to be voted on. If you have any proposal-related questions, you may submit them through the chat feature in the webcast portal at any time.

We will also announce the preliminary voting results after the polls have closed. Proposal number one is the election of directors. Our board is divided into three classes, with Class III directors up for election at this meeting. On the recommendation of our Nominating and Corporate Governance Committee, the board has nominated Gajen Kandiah and Michael Weston for election as directors, each to serve a three-year term expiring at the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Proposal number two is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. Proposal number three is an advisory vote to approve the compensation of our named executive officers, as described in the proxy statement. This is a non-binding vote. The Compensation Committee and the board will take the results of the vote into consideration while making the future compensation decisions.

Proposal number four is the approval of an amendment to the company's 2020 Equity Incentive Plan to increase the number of shares authorized to be issued under the plan by 20 million. The increase will provide the company the continued ability to grant equity awards to help attract and retain key employees and compensate members of the board. Our board of directors has recommended that shareholders vote for each of these four proposals. If any shareholder would like to make comment or ask a question regarding any of the proposals, please submit your comments through the chat feature in the webcast portal at this time.

If you have not already voted or if you wish to change your vote, please do so now. We will pause here to allow time for voting and submission of questions related to the proposals. If you have a business-related question, you may also submit it at this time. We will address any business-related questions momentarily after the polls have been closed. Thank you for your patience. We are not showing any proposal-related questions.

The polls are now closed. I understand that the votes have been counted and the preliminary report of the Inspector of Election has been delivered to the company, which we will announce momentarily. Inspector of Election, will you please announce the preliminary results of the shareholders vote?

Sarah Alexander
Inspector of Election, Rackspace Technology

Proposals one, two, three, and four were approved by the shareholders.

Sagar Hebbar
VP of Finance and Investor Relations, Rackspace Technology

Thank you, Sarah. Once the final report of the Inspector of Election is available, it will be filed with the minutes of this meeting. In addition, we will file an 8-K within four business days disclosing the final voting results from this meeting. We will pause momentarily to confirm whether any business-related questions have been submitted. We are not showing any questions at this time. I will turn the meeting back over to Gajen for closing remarks. Gajen, your line is open. Please go ahead.

Gajen Kandiah
CEO, Rackspace Technology

Great. Thank you. Thank you very much. Thank you, Sagar. Since there are no other matters to come before the meeting, I hereby declare this meeting adjourned. I would like to take this opportunity to thank you for your attendance, interest and support. Have a wonderful day. Thank you.

Sagar Hebbar
VP of Finance and Investor Relations, Rackspace Technology

That concludes our meeting today. You may now disconnect your line.