TriplePoint Venture Growth BDC Corp. (TPVG)
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AGM 2020

May 29, 2020

Speaker 1

Good day, and welcome to the TriplePoint Venture Growth twenty twenty Annual Meeting of Stockholders. I'd now like to turn the conference over to Jim LeBae. Please go ahead.

Speaker 2

Good morning, ladies and gentlemen. It is a pleasure to welcome you to the reconvene twenty twenty Annual Meeting of Stockholders of TriplePoint Venture Growth BDC Corp. I am Jim Labay, Chairman of the Board of Directors and Chief Executive Officer of the company, and I will be presiding at this meeting. This meeting was called to be held at 10:30AM Pacific time today. It being 10:30AM, I would now call the meeting to order pursuant to the bylaws of the company and written notice to all stockholders.

At this time, I would also like to introduce certain of the key members of our management team and our board of directors in attendance today. Sajal Sravastava, our president and chief investment officer and one of our directors. Gilbert Ahi, one of our directors. Steven Bird, one of our directors. Steve Casani, one of our directors Cynthia Fornelli, one of our directors Chris Matthew, our chief financial officer and Carl Rizzo, our chief compliance officer.

Also attending this meeting is Robert Lee of Deloitte, our independent auditors. Although Deloitte has indicated that it does not wish to make a statement, Mr. Lee is available to respond to appropriate questions submitted during the annual meeting. You are participating in the meeting virtually. We are pleased to hold our annual stockholders meeting virtually as we aim to increase access and participation amid global health concerns.

Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered. Questions submitted by stockholders relating to other matters will be addressed following the meeting at another time if appropriate. If there is any matters of individual concern to a stockholder, they should be raised after the meeting. Pursuant to the company's bylaws, mister Matthew has been appointed to serve as the inspector of the election for this meeting.

I request that he file his oath of office with mister who is serving as the secretary for this meeting for inclusion in the records of this meeting. In terms of the format for today's meeting, we will first conduct a voting on the matters set forth in the company's proxy statement, which was previously mailed to each of the stockholders. The proxy statement and proxy card, including the notice of annual meeting of stockholders, was first mailed to stockholders of record on or about 04/07/2020, a notice of adjournment of the annual meeting to today, 05/29/2020, was first mailed to stockholders of record on or about 05/06/2020. Will the corporate secretary please report on the proof of notice of meeting?

Speaker 3

Thank you, Jim. I have an affidavit of mailing from Broadridge Financial Solutions, Inc, certifying as to the giving of notice of this annual meeting and the sending to stockholders of record as of 04/06/2020, the notice of annual meeting, proxy statement and proxy card, all of which Broadridge commenced distributing to stockholders on 04/07/2020. I also have an affidavit of mailing from Broadridge certifying as to the giving of notice of the adjournment of the annual meeting to today, 05/29/2020, and the sending of such notice to stockholders of record as of 04/06/2020, which Broadridge commenced distributing to stockholders on 05/06/2020. I also have a copy of the company's 2019 annual report, which includes financial statements certified by Deloitte. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting.

An electronic copy of the annual report is available on the company's website. The notices of meeting and the affidavits of mailing together with the attached thereto and the 2019 annual report will be filed with the records of this meeting.

Speaker 2

Okay. I would next like to call your attention to the order of business for the meeting. The business to be transacted is to vote on one, the proposal to elect two class three directors who will each serve on the company's board of directors until the company's twenty twenty three annual meeting of stockholders or until their respective successors are duly elected and qualified. And two, the proposal to ratify the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. Mr.

Srivastava and I have each been appointed as a proxy to vote to shares of all stockholders of the company who have properly returned their proxy cards to be voted at this meeting or otherwise properly submitted instructions. Would you please present the report on attendance at this meeting so that we can determine whether a quorum is present?

Speaker 3

On 04/06/2020, the record date for the annual meeting, there were outstanding and entitled to vote a total of 30,746,131 shares of the company's common stock. The Inspector of Election has indicated that of the shares entitled to vote at this annual meeting, there are 26,297,700 shares present in person by proxy or by attorney or approximately 85.3%. Therefore, a quorum of the stockholders of the company is present at this meeting, and this meeting has been properly convened at 10:30 a. M. On 05/29/2020.

Speaker 2

Thank you. We will now proceed to vote. I declare the polls open at 10:38 a. M. Pacific Time on 05/29/2020.

All TPVG stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change previously cast vote, please do so via the website used to access this meeting. Please remember that if you've already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide his preliminary report. Since no stockholder nominations or proposals were properly filed with the secretary of the company in advance of this meeting, as per company's bylaws, the business of this meeting is limited to the foregoing two matters.

The first item of business is to elect two class three directors who will each serve on the company's board of directors until the company's twenty twenty three annual meeting of stockholders or until their respective successors are duly elected and qualified. Information concerning the nominee's principal occupation, their service with the company, and other matters that may be of interest or contained in the proxy statement. On behalf of the board of directors, I confirm that the following persons have been nominated for election by the board of directors as class three directors, each of whom is currently serving as a director of the company. James P. Leve, Cynthia M.

Fornelli. I hereby declare the nominations closed. We will go on to the second item of business, which is to consider and act upon the proposal to ratify the appointment of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. The proposals as to the nomination for election of class three directors of the company and the ratification of the appointment of an independent public accounting firm for the company are now presented before this meeting. The polls are about to close.

So if you have not yet voted, please do so. Since everyone has had the opportunity to vote, I will now entertain a motion that the polls be closed.

Speaker 3

I move that the polls be closed.

Speaker 4

I second the motion.

Speaker 2

The polls are now closed. The inspector of election has delivered his preliminary report. Mr. Matthew, would you please announce the preliminary results of the voting?

Speaker 4

We have received 14,459,487 votes for and 711,494 votes withheld from the election of James P. Levee. And we received 14,616,282 votes, four, and five hundred and fifty four thousand six hundred and ninety nine votes withheld from the election of Cynthia M. Fornelli. Accordingly, each nominee has received the affirmative vote of holders of a plurality of all the votes cast in the election of the class three directors at this meeting.

Secondly, with respect to the ratification of the appointment of Deloitte and Touche LLP, we received 25,707,606 votes for, 210,487 votes against, and 379,607 votes to abstain. Accordingly, Deloitte and Touche LLP has received the affirmative vote of holders of a majority of all the votes cast on this matter at this meeting. These are preliminary tabulations and all votes cast during today's meeting will be included in the final tabulation. It is not anticipated that the votes cast virtually during the meeting today will change the outcome. We will file my final report as the Inspector of Election with the records of this meeting.

We expect to report the results of the voting on a Form eight ks to be filed with the SEC within four business days of this meeting. Accordingly, Mr. Labe and Ms. Fornelli, the Class III director nominees have been reelected and the appointment of Deloitte and Touche LLP has been ratified.

Speaker 2

That concludes the formal business at our annual meeting. Mr. Srivastava, please safeguard the notices of annual meeting of stockholders and proof of mailing thereof, the proxies voted at this meeting, including the ballot cast for the number of shares represented by the proxy committee, and the oath and certificate and report of the inspector of election and maintain them among the records of the company. I will now entertain a motion to adjourn.

Speaker 3

I move that the meeting be adjourned.

Speaker 4

I second the motion.

Speaker 2

The meeting is hereby adjourned at 10:44 a. M. Pacific Time. We will now answer questions submitted during the annual meeting. If you have a question, please type your question into the ask a question field and click submit.

Thank you for your questions. It looks like a few folks have submitted questions, but this is not an earnings call nor an investor update call. And after review, there do not seem to be any questions that relate to the annual meeting proposal proposals. With respect to these questions, however, that have been submitted that do not relate to the annual meeting, we'll be very happy to follow-up separately with the individual stockholders following the meeting. Thank you all for your attendance and have a great day.

On behalf of the Board of Directors, I want to thank you all for attending our annual meeting. This concludes our meeting. You may all now disconnect, and please stay healthy.

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