TriNet Group, Inc. (TNET)
NYSE: TNET · Real-Time Price · USD
44.40
+0.78 (1.79%)
May 28, 2026, 4:14 AM EDT - Market open
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AGM 2026

May 27, 2026

Mike Simonds
President and CEO, TriNet Group

Good morning. I'm Mike Simonds, President and Chief Executive Officer of TriNet. It's my pleasure to welcome you to the TriNet Group, Inc. 2026 Annual Meeting of Stockholders. I'm conducting this meeting at the instruction of our Board Chair, Mr. David Hodgson. The meeting will now officially come to order. An agenda for today's meeting has been made available and will proceed with the formal business of the meeting as set forth in this agenda. After adjournment of the formal part of the meeting, we'll give you an opportunity for questions and discussions. Stockholders may submit questions at any time during the meeting in the space provided on the virtual meeting screen. Please review our rules of conduct for the meeting, which have been posted online. In order to conduct an orderly meeting, we ask that you follow these rules of conduct.

Only items set forth in the agenda will be considered at the meeting, and only stockholders of record and proxy holders may ask questions during the meeting. Before proceeding to the business of the meeting, I'd like to introduce the current members of the company's Board of Directors who are in attendance today, in addition to myself. Joining me today are the following Board members: Paul Chamberlain, Myrna Soto, Ralph Clark, Maria Contreras-Sweet, Brian Evanko, David Hodgson, the Chair of the Board, Jacqueline Kosecoff, and Wayne Lowell. Also in attendance with me today are Sidney Majalya, our Chief Legal Officer and Secretary, who will also serve as Secretary for this meeting, Maureen Cleven, Executive Director, Chief of Staff, and Assistant Secretary, and Paul Porter, our Director, Corporate Securities and Acquisitions, and Assistant Secretary, as well as other members of our executive team.

Also attending the meeting is a representative from Deloitte & Touche LLP, our independent registered public accounting firm, Chris Herman. Prior to this meeting, we asked if they wished to make any statements at today's meeting, and they indicated they will not make a formal presentation. However, Mr. Herman is available to respond to appropriate questions during the general question and answer period. Mr. Majalya, Secretary of the company, will now report on the mailing of the notice of the meeting and the stockholder list.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

This meeting is held pursuant to a notice dated on or about April 15th, 2026. I have an affidavit from Broadridge Financial Solutions certifying that commencing on April 15th, 2026, the annual meeting of stockholders of the company and proxy statements requested by our stockholders for this meeting were deposited in the U.S. mail to all registered stockholders of record at the close of business on March 31, 2026. All documents concerning notice of the meeting will be filed with the records of the meeting. I also have a completed list of the stockholders of record of the company's common stock as of March 31, 2026, the record date of this meeting. All stockholders of record at the close of business on the record date are entitled to vote at this annual meeting.

Proof of mailing and the list of stockholders entitled to vote at this meeting are both available for inspection by any stockholder wishing to do so. At this time, I'd like to introduce Susan Miller of CT Hagberg, LLC. Our board has appointed Ms. Miller to act as the independent inspector of election at this meeting. Ms. Miller has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Ms. Miller's function is to decide upon the qualification of voters, accept their votes, and when balloting on all measures is completed, to tally the final votes. I will now report with respect to the existence of a quorum.

The shareholder list shows that holders of 46,121,229 shares of common stock of the company are entitled to vote at this meeting. I have been informed by the inspector of election that proxies have been received for 42,407,388 shares of common stock, which represent 92.03% of all shares entitled to vote in this meeting and exceed the 50.1% threshold required to constitute a quorum. This constitutes a quorum of the meeting today. We may now carry out the official business of the meeting.

Mike Simonds
President and CEO, TriNet Group

Thanks, Sidney. I hereby declare that a quorum is present at this meeting, and this meeting is to be duly convened for purposes of transacting such business as may properly come before it. There were three proposals listed in the proxy statement to be considered by the stockholders at this meeting.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

Thank you, Mike. The time is now 9:05 A.M. Pacific Time on May 27th, 2026. Operator, you may now open the voting lines on all matters to be presented. Voting is by proxy and written ballot. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, you may log in with your 16-digit control number from your notice and submit your vote. You may, but you do not need to, vote live if you have already voted by proxy. Each share of common stock is entitled to one vote. The polls will be closed to voting after we review the matters to be voted on by the stockholders at this meeting. First matter, one, the election of directors.

The first item of business is the election of four Class III directors to serve until the 2029 annual meeting or until their successors are elected. The nominees for director recommended by the board of directors are Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff, and Mike Simonds. Information about these nominees is in the proxy statement for this meeting. Nominations are now in order.

Speaker 5

I nominate Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff, and Mike Simonds as directors.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

Is there a second to these nominations?

Speaker 5

I second the nominations.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

It has been moved and seconded that the nominees be elected director of TriNet. Second matter, advisory vote on named executive officer compensation. The second item of business today is the advisory vote on the executive compensation of the company's named executive officers as described in the company's proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution. Resolved that the compensation paid to TriNet's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the compensation discussion and analysis, compensation tables, and narrative discussion in the TriNet Group, Inc. proxy statement for the 2026 annual meeting of stockholders is hereby approved. Is there a motion to approve the resolution and the executive compensation of the company's named executive officers on an advisory basis as described in our proxy statement?

Speaker 5

I move to approve the resolution as read.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

Is there a second to the motion?

Speaker 5

I second the motion.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

It has been moved and seconded to approve the resolution. Third matter for consideration, ratification of selection of independent registered public accounting firm. The third item of business today is the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026. The stockholders have been asked to vote on an advisory basis on the following resolutions. Resolved, the stockholders hereby ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026. Is there a motion to approve the resolution?

Speaker 5

I move to approve the resolution as read.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

Is there a second to the motion?

Speaker 5

I second the motion.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

It has been so moved and seconded. We will leave the polls open for another two minutes to allow anyone to complete their voting. During this time, you will hear no sound while the polls are open for voting. The time is now 9:12 A.M. Pacific Time. Operator, you may now close the voting lines. The polls are now closed for voting.

David Hodgson
Chairman of the Board, TriNet Group

Will the Secretary please share the results of the voting?

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows: Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff, and Michael Q. Simonds are the four nominees who received affirmative votes of a plurality of TriNet's outstanding shares of common stock present and entitled to vote at this meeting. The motion to elect Michael J. Angelakis, David C. Hodgson, Jacqueline Kosecoff, and Michael Q. Simonds as Class III directors of TriNet to serve until the 2029 annual meeting or until their successors are elected has been approved. The company stockholders have approved on an advisory basis the executive compensation of the company's named executive officers. The selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified on an advisory basis. This concludes today's meeting.

Once we have adjourned this meeting, we will hold a Q&A session to entertain questions from our stockholders. Is there a motion to adjourn this meeting? I move to adjourn this meeting. Is there a second to this motion?

Speaker 5

I second the motion.

Sidney Majalya
SVP, Chief Legal Officer, and Secretary, TriNet Group

It has been moved and seconded that the meeting be adjourned. Is there any opposition to the motion? Hearing no objection, I declare the meeting adjourned. At this time, we will entertain appropriate questions from stockholders. Note that you may submit questions in the space provided on the virtual meeting screen. Are there any questions? There are no questions at this time. All the items on the agenda of the 2026 annual meeting have been taken up and resolved, and our 2026 meeting has been adjourned. Thank you all for attending. We expect to report our preliminary voting results, or, if available to use on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting.

If not reported earlier, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. On behalf of our board of directors and management of TriNet Group, Inc., I convey our sincere thanks to all of our stockholders for attending and participating in this meeting. I also want to thank all our stockholders for your continued support of TriNet Group, Inc. This meeting is now concluded.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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