Hello, and welcome to the Matterport 2024 Annual Meeting of Stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing in your message, then clicking the send icon to the right of the message box. I'll now turn it over to Matthew Zinn, Chief Legal Officer of Matterport. Good morning, ladies and gentlemen, and welcome to the 2024 Annual Stockholders Meeting of Matterport. I am Matthew Zinn, and I have been authorized by our Board of Directors to serve as Chair of this meeting. I am very happy to welcome you. The meeting will now officially come to order. Before we proceed with the formal business of this meeting, I'd like to introduce you to a few of the members of the Board of Directors and officers of the company who are with us today. The members of the board present virtually today are R.J. Pittman, Chairman and CEO; Peter Hébert; Mike Gustafson; Jason Krikorian; and Susan Repo. The officers of the company present virtually are Jean Barbagelata, the company's Chief People Officer; J.D. Fay, the company's Chief Financial Officer; Tom Klein, the company's Chief Marketing Officer; Lou Marzano, the company's Chief Hardware Officer; J. Remley, the company's Chief Revenue Officer, and Japjit Tulsi, the company's Chief Technology Officer. Also present is Mike Knapp, the company's Vice President of Investor Relations and Treasurer. I would also like to introduce Amber Cutler of PricewaterhouseCoopers LLP, the company's Independent Registered Public Accounting firm, John Lundberg of Equiniti, formerly American Stock Transfer, and Jesse Lachman of Foley & Lardner LLP, the company's outside legal counsel, who are also in attendance virtually. We are hosting today's meeting through a virtual online platform hosted by Equiniti, formerly American Stock Transfer. We will now proceed with the formal business of the meeting as set forth in your Notice of Annual Meeting and Proxy Statement. It is now 10:02 A.M. Pacific Time on Monday, June 10th, 2024, and the polls are open for voting on all matters to be presented until the conclusion of the meeting. I will now review the procedures for this virtual meeting and report on the mailing of the Notice of the Meeting and the Stockholders List. We will now proceed with the formal business of the meeting in the order set forth in the Notice of Annual Meeting and Proxy Statement. In order to conduct an orderly meeting, we ask that you follow the rules of conduct for this meeting, which can be found by clicking on the documents icon at the top of the left side of your screen in the online portal. Polls are now open for voting on all matters to be presented. Each share of common stock is entitled to one vote. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now by clicking the proxy voting site link on the left side of your screen and entering your 11-digit control number. We will first present the four proposals submitted for approval by our board, and after all the proposals have been presented, time permitting, we will next respond to questions submitted by stockholders related to the proposals. Following that, we will announce the preliminary results of the voting. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have. Stockholders who are attending this meeting with a valid control number may submit questions or comments for the question and answer portion of this meeting by clicking on the messaging icon on the top left of your screen, type your question into the text box, and click the send icon at the right of that text box. We will try to answer questions submitted that are germane to the proposals and/or this meeting as if we have time. Mr. Knapp will screen questions, and during the Q&A portion of the meeting, we'll read your main questions out loud and verbatim before he and R.J. respond. Before I respond, please submit your questions now to make sure they are received in a timely fashion for our review and response. Any appropriate questions not addressed during the meeting at the company's discretion may be answered through direct communication with the stockholder. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the annual meeting by contacting Matterport's Investor Relations Department at ir@matterport.com. I have at this meeting a complete list of the holders of record of the company's common stock on April 15th, 2024, the record date for this meeting. A list of stockholders of record has been made available for inspection by stockholders of record for any reason germane to this meeting. I also have an affidavit certifying that on April 24th, 2024, a notice of annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on April 15th, 2024. At this time, I'd like to introduce Equiniti, who is present virtually. I am appointing John Lundberg, representative of Equiniti, to act as inspector of election at this meeting. Mr. Lundberg has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of this meeting. Mr. Lundberg's function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. I have been informed by the inspector of election that proxies have been received for 208,345,757 of the total 314,511,057 shares of common stock outstanding on the record date, which represents approximately 66.24% of the total number of outstanding shares. These votes represent approximately 66.24% of the aggregate voting power of the shares outstanding on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of this meeting. I hereby declare this meeting to be duly constituted for the transaction of all business. We will now proceed with the formal business of this meeting. After all the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we may ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are four proposals to be considered by the stockholders at this meeting. The first item is the election of one Class 3 director to serve until the 2027 annual meeting and until their successor is elected. The nominee for Class 3 director is Mike Gustafson. The second item of business today is the ratification of the selection by the company's audit committee of the board of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting firm of the company for the fiscal year ending December 31st, 2024. The third item of business today is the approval on a non-binding advisory basis of the fiscal 2023 compensation of our named executive officers, as disclosed in the proxy. The fourth item of business today is the approval of an amendment to our Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, should you wish to submit a question, please click on the messaging icon at the top of the left side of your screen, type your question into the text box, then click the send icon, then click the send icon on the right of the text box. Note that we will only review and answer questions at this time that pertain to the proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference may be found in our recently filed quarterly report on Form 10-Q for the quarter ended March 31st, 2024. Mike, are there any questions? There are no questions at this time. Okay. Since there are no questions, time is now 10:10 A.M., and the polls are now closed for voting. May I now request Mr. Lundberg to announce the results of the voting? The report of the inspector of election covering the proposals presented at this meeting is as follows. The proposal to elect Mike Gustafson as Class 3 director of the company is approved, with Mr. Gustafson receiving the votes of the holders of at least 51.18% of the votes. The selection of PricewaterhouseCoopers LLP, as the company's Independent Registered Public Accounting firm for the fiscal year ending December 31st, 2024, is approved, with 99.04% of the votes in favor, 0.6% opposed, and 0.2% abstaining. The motion to approve on a non-binding advisory basis the fiscal 2023 compensation of our named executive officers, as disclosed in our proxy, is approved. The motion to approve an amendment to our Second Amended and Restated Certificate of Incorporation regarding the waiver of corporate opportunities is not approved due to the requirement to obtain the affirmative vote of at least 66.67% of votes of outstanding shares. Thank you, John. We will report 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. This concludes the formal portion of today's meeting, and the annual meeting is now adjourned, but we will address any additional questions submitted by our stockholders that are germane to this meeting. Mike, are there any questions? There are no additional questions at this time. All right. Well, then that's all the time we have today. Thank you again for your attendance at today's meeting and for your continued support of Matterport. This meeting is adjourned.
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