Good morning, and welcome to Square Inc. 2021 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to introduce Jack Dorsey, the company's President, Chief Executive Officer and Chairman of the Board. Mr.
Marcy, please go
ahead. Welcome everyone and thank you all for joining our 2021 Annual Meeting of Stockholders. First of all, I hope that everyone is safe, healthy and taking care of themselves. There are a lot of bigger issues in the world today than this meeting, We thank you for taking the time to be with us. We are pleased to continue holding our Annual Stockholders Meeting virtually as we aim to enable broad access and participation.
I would now like to turn the meeting over to Stevan, our General Counsel and Corporate Secretary,
At this time, I'd like to introduce the other members of our Board of Directors who are participating in the meeting today. They are David Vigner, Roloff Sota, Amy Brooks, Shawn Carter, James McKelvey, Paul Dighton, Anna Patterson, Randy Garutti, Mary Meeker, Lawrence Summers and Darren Walker. We also have with us Amrita Huja, our Chief Financial Officer and Dave Cabral of Ernst and Young, Our independent registered public accounting firm. Mr. Cabral will be available to respond to appropriate questions during the Q and A session at the end of this meeting.
We have appointed Chris Vico to act as the Inspector of Election today. She has executed an oath of office to carry out her duties with strict impartiality and to the best of her ability, and she will examine and tabulate the proxies and ballots at this meeting. With introductions concluded, we'll move on to other procedural matters. As an overview of today's meeting, we will begin with the formal business portion during which we will address the matters described in our 2021 proxy statement and vote on the proxy proposals. We will then announce preliminary voting results and adjourn the formal portion of this meeting.
Afterwards, we will provide time for a live Q and A session. Stockholders may submit questions through the web portal during the formal business portion of the meeting with a limit of 1 question per stockholder. We have allotted a certain amount of time after the formal business portion of the meeting to respond to the submitted questions. We will only be able to answer questions submitted Prior to the start of the question and answer portion of this meeting and only questions that are relevant to our business operations will be answered. Note that this meeting is being recorded and a webcast replay will be available on the same meeting website following today's meeting.
Our Board of Directors has fixed April 22, 2021 as the record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions confirming that proxy materials related to this meeting or mailed to stockholders of record determined as of the close of business on the record date starting on April 29, 2021. A complete list of the stockholders entitled to vote at this meeting will be available online for the duration of the meeting and can be found on the virtual meeting webpage. Ms. Vico reports that the holders of a majority of the combined voting power of our Class A and Class The common stock outstanding as of the record date are present at the meeting either virtually or by proxy, which constitutes a quorum.
Therefore, today's meeting is duly convened and open for business. We will now proceed with the formal business of the meeting. The polls are open. If any stockholders have not yet voted or wish to change their vote, please click on the voting button in the web portal and follow the instructions. If you have already sent in a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed.
There are 5 proposals to be considered and voted upon by our stockholders. Each of these proposals is more fully described in Proxy statement filed with the Securities and Exchange Commission on April 29, 2021. The first proposal is to elect 4 Class III Directors Randy Garutti, Mary Meeker, Lauren Summers and Darren Walker To serve until our 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. No other director nominees have been properly submitted pursuant to our bylaws or the rules of the Securities and Exchange Commission, so no other nominations are being considered. Each of the 4 director nominees is currently serving on our Board, and our Board of Directors recommends a vote for all of these director nominees.
The second proposal is to approve on an advisory basis the compensation of our named executive officers. We currently hold the stay on pay vote every year. Our Board of Directors recommends a vote for the advisory approval Of the compensation of our named executive officers and the adoption of the following resolution, it reads as follows: Resolved that the stockholders approve on an advisory basis the compensation paid to our named executive officers As disclosed in the proxy statement for the annual meeting pursuant to the compensation disclosure rules of the SEC, Including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosures. The 3rd proposal is to ratify the appointment of Ernst and Young as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Our Board of Directors recommends The 4th and 5th proposals were submitted by stockholders of Square.
By agreement with the proponents, each proponent is presenting their proposal via prerecorded message. The statements and the messages are the proponents' own and have not been reviewed for accuracy, edited or endorsed by Square. The 4th proposal is a stockholder proposal regarding an independent chair, Which is being presented by the New York State Comptroller on behalf of the New York State Common Retirement Fund. We will now play the prerecorded message.
On behalf of New York State Controller, Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, we urge Square shareholders to vote for proposal 4 on the proxy, The shareholder proposal regarding an independent chair. The proposal urges the Board of Directors to take the steps necessary to adopt a policy That would require the Chairman of the Board to be an independent director who has not previously served as an executive officer of Square. A Board led by its Chair is responsible for protecting shareholders' interests by providing oversight with management. This oversight function can be diminished When the chair is not an independent director, weakening a company's governance structure. Because of the inherent conflict of a CEO to oversee herself or himself, A combined CEO chair results in excessive management influence on the Board.
While Square has appointed a Lead Independent Director, The lead director's duties are not robust. Square has also adopted numerous charter and by law amendments that are not aligned with best corporate governance practices. Many of these practices can result in a lack of transparency and accountability to shareholders and an entrenched Board that is unresponsive to shareholder concerns. Furthermore, our current Chair and CEO has substantial outside commitments that could adversely impact his role as Chair of Square's Board. A combined CEO chair simply cannot provide the independent oversight of management on behalf of shareholders.
An independent Board Chair would create a better governance structure, improve corporate governance practices and promote the best interest of shareholders. We encourage Square shareholders to vote for Proposal 4 on the proxy. Thank you.
Thank you, Mr. DiNapoli. Our Board of Directors recommends to vote against the stockholder proposal. The 5th and final proposal is a stockholder proposal regarding a change in stockholder voting,
My name is Whitney Wing from NorthStar Asset Management in Boston, representing clients that own 33,265 shares Of Square Class A Common Stock. I'm presenting Resolution 5, a request that Square's Board initiate and adopt a recapitalization plan For all outstanding stock to have 1 vote per share. Square's voting structure is heavily weighted to favorite insiders Given that Class B shares are granted 10 times the voting rights of Class A shares, this means that insiders like Mr. Dorsey and Mr. McKelvey Can together own less than 15% of shares but control over 62% of the shareholder vote.
When these imbalances exist, shareholders have no effective way to lodge their dissent against management or the Board even when things go wrong. Corporate governance experts and researchers increasingly tell us that this voting structure is not ideal for shareholders Or potentially the long term value of the company. Critics point to research showing that dual class share structures face more governance challenges Compared to other companies, it may not outperform competitors as companies mature and of course that managers are insulated from accountability. In 2018, now former SEC Commissioner Robert Jackson commented on dual class structures at a public speech Stating that dual class share structures undermine accountability, management can outflow ordinary investors on virtually anything. Mr.
Jackson recommended sunsetting dual class ownership structures, expressing a concern that perpetual dual class ownership For Evershares don't just ask investors to trust a visionary founder, it asks them to trust that founder's kids And their kids' kids. Mr. Jackson noted that perpetual dual class structures removed entrenched managers From the discipline of the market forever, many governance experts and organizations concur with the value of a time based sunset process for dual class Share structures and believe that shareholders should be entitled to voting rights in proportion to their economic interests. The real life consequences of dual class structures can be seen by examining fellow Silicon Valley Tech Companies. After years of insulating the management and Board from shareholder input, other tech heavy companies with unequal shareholder voting Have faced stark criticism when major missteps occur, but shareholders are powerless to respond.
The founders brought this company to fruition And led it into profitability, but the company's decision to offer common shares of the company on public exchanges, making Square a public company, Brings with it a responsibility to shareholders to practice good governance. Shareholders, we urge you to vote for proxy item number 5.
Thank you, Ms. Nguyen. Our Board of Directors recommends a vote against the stockholder proposal. The polls are still open. Voting today is by proxy and online ballot.
As previously mentioned, if you already submitted a proxy or voted via the telephone or And do not wish to change your vote. No further action is needed at this time. If you have not yet voted or wish to change your vote, You may do so now by clicking on the voting button in the web portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, You must submit your electronic ballot now for your vote to be counted by the Inspector of Election. We will leave the polls open for another minute to allow anyone who chooses Based on our preliminary voting results, the stockholders have elected the 4 Class III directors to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
Approved on an advisory basis, the compensation of our named executive officers ratified the appointment of Ernst and Young as our independent registered public accounting firm for our fiscal year ending December 31, 2021, Not approved the proposal regarding an independent chair and not approved the proposal regarding a change in stockholder voting. The final voting results will be set forth in a report of the Inspector of Elections and will be included in the minutes of this meeting. We will also report the final voting results on a Form 8 ks, which we will file with the Securities and Exchange Commission within 4 business days of today's date. This concludes our planned agenda today. As there is no other formal business before us, I now declare the formal business portion of the meeting adjourned Since we did not receive any questions, we will now end the meeting.
Thank you for joining us today.
Thank you for joining today's meeting.