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ASM 2017

Jun 14, 2017

Speaker 1

Good afternoon, and welcome to Square Inc. 2017 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Jack Dorsey, the company's President, Chief Executive Officer and Chairman of the Board. Mr.

Dorsey, please go ahead.

Speaker 2

Thank you all for participating in our 2017 Annual Meeting of Stockholders and a special thank you to our seller stockholders who are joining us today. We're excited to host our 2nd Annual Stockholders Meeting virtually as we aim to increase access and participation. Stockholders may submit questions at any time during this meeting through the web portal, and we will have time after the formal business portion of the meeting to respond to questions. I'd now like to turn it over to Hillary Smith, our General Counsel and Corporate Secretary, who will lead the formal business of the meeting and also act as Secretary.

Speaker 3

Thank you, Jack. At this time, let me introduce the other members of the company's Board of Directors who are participating in the meeting today. They are David Vineer, Jim McKelvey, Mary Meeker, Paul Dighton, Rolak Botha and Ruth Simmons. We're pleased to have you join us. We also have with us Sarah Friar, our Chief Financial Officer and Charles Lynch of KPMG, our independent registered public accounting firm.

Mr. Lynch will be available to respond to appropriate questions during the Q and A session at the end of this meeting. Chris Deco has been appointed 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 now concluded, we will move on to other procedural matters.

To preview, we will begin with the formal business portion of this meeting, during which we will address the matters described in our proxy statement and vote on the proxy proposals. We will then announce preliminary voting results and adjourn the formal portion of this meeting. Afterward, we will provide time for a Q and A session. It is now 1:0:3 p. M.

Pacific Time and the polls are open. If you have not yet voted or wish to change your vote, you may do so by clicking on the voting button in the web portal and following the instructions. If you have already sent in a proxy or voted via telephone or Internet and do not wish to change your vote, no further action is needed. Our Board of Directors has fixed April 20, 2017 as the record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions indicating that the proxy materials related to this meeting were mailed to stockholders of record determined as of the close of business on the record date commencing on April 28, 2017.

I also have a complete list of the stockholders entitled to vote at this meeting available for examination by any stockholder who is present. This list will be available online for the duration of the meeting and can be found in the footer section on the meeting webpage. Ms. Vico reports that the holders of a majority of the combined voting power of our Class A and Class B common stock outstanding as of the record date are present at the meeting 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. There are 3 proposals to be considered and voted upon by your stockholders. Please note that each proposal is more fully described in our proxy statement. The first proposal is to elect 3 Class II directors, Roloff Botha, Jim McKelvey and Ruth Simmons to serve until our 2020 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, so no other nominations are being considered.

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. Note that we currently hold this say 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 discussed 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 disclosure.

The 3rd and final proposal is to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2017. Our Board of Directors recommends a vote for the ratification of the appointment of KPMG. The polls are still open and we will vote on these proposals. Voting today is by proxy and online ballot. As previously mentioned, if you already submitted a proxy or voted via the telephone or Internet 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 to vote electronically to cast their ballots. Okay. Thank you.

It is now 1:0:8 p. M. Pacific Time. And now that everyone has had the opportunity to vote, I declare the polls closed. Ms.

Vico will report on the preliminary voting results. Ms. Vico, please go ahead when you are ready.

Speaker 4

Thank you. My preliminary report shows regarding proposal number 1, the election of Class 2 directors, Roelof Botha, Jim McElvey and Ruth Simmons received the greatest number of votes in favor of their election, with each majority of the votes in favor of election. Regarding proposal number 2, the advisory approval and resolution compensation of the named executive officers, more than 98% of the votes were in favor of approval. Regarding proposal number 3, the ratification of the appointment of KPMG, more than 99% of the votes were in favor of approval.

Speaker 3

Thank you very much, Ms. Bigo. Based on these preliminary voting results, the stockholders have elected the 3 Class II directors to serve until the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, have approved on an advisory basis the compensation of our named executive officers and ratified the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2017. The final results of voting will be set forth in a report of the Inspector of Election 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 four business days of today's date.

This concludes our planned agenda. As there is no other formal business before us, I now declare the formal business portion of the meeting adjourned. We will now answer stockholder questions received today through the web portal. Please note that we will attempt to answer as many questions as time allows. I will turn it over to Jeff Chen from our Investor Relations team to handle this Q and A session.

Speaker 5

Thank you, Hillary. Before we begin, I would like to note that our responses to your questions today may include forward looking statements. Actual results could differ materially from those contemplated by our forward looking statements. Reported results should not be considered as an indication of future performance. Please take a look at our filings with the Securities and Exchange Commission for a discussion of these factors that could cause our results to differ.

Also note that any forward looking statements are based on information available to us as of today's date. We disclaim any obligation to update any forward looking statements except as required by law. Also, our responses may include discussion of certain non GAAP financial measures. Reconciliation of the most directly comparable GAAP financial measures are provided in our shareholder letter from prior quarters on our Investor Relations website. These non GAAP measures are not intended to be a substitute for our GAAP results.

We'll now poll for questions. In light of the absence of questions, we will now conclude the question and answer period. Thank you for joining us today.

Speaker 1

Thank you for joining today's meeting. You may now disconnect.

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