Good day, welcome to the 2026 Annual Meeting of Stockholders of Waystar Holding Corp. I would now like to turn the conference over to John Driscoll, Chairperson of the Board of Directors of Waystar. Please go ahead. Thank you. Good morning. I'd like to welcome all of you to the 2026 Annual Meeting of Stockholders of the Waystar Holding Corp. Call this meeting to order. I am John Driscoll, Chairperson of the Board of Directors of Waystar. In accordance with our bylaws, I will be acting as Chairperson of this meeting. Along with my fellow Directors and Executive Officers of the company, I would like to thank you for your attendance, your interest, and most importantly, your support of Waystar. As you are aware, we are holding this meeting virtually. Stockholders may submit questions at any time during this meeting in the space provided on the virtual meeting screen. This annual meeting of stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. After introducing the Directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. I'd like to introduce and welcome each member of our Board of Directors who is attending today, either live or virtually. Attending, we have Matt Hawkins, CEO of Waystar, Sam Blaichman, Robert DeMichiei, Chairperson of Audit, Compliance, and Risk for us, Priscilla Hung, Heidi Miller, Chairperson of our Talent and Compensation Committee, Paul Moskowitz, Vivian Riefberg, Michael Roman, Chairperson of our Nominating and Corporate Governance Committee, Ethan Waxman, and Lauren Young. I would also like to introduce you to the other members of our executive leadership team that are present either live or virtually today. Steve Oreskovich, our Chief Financial Officer, Greg Packer, our Chief Legal Officer and Secretary, Craig Bridge, our Chief Transformation Officer, Kim Wittman, our Chief People Officer, and Missy Miller, our Chief Marketing Officer. Mr. Packer will act as secretary and timekeeper of the meeting for us today. Finally, I'd like to welcome [Christie Pauley] of Broadridge Financial Solutions, who's been appointed by the Board to act as Inspector of Elections for this meeting. She has previously taken her oath as our Inspector of Elections. Will the Secretary please report on the proof of notice of meeting? I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and the sending to stockholders of record as of April 6th, 2026, the proxy materials, all of which Broadridge commenced distributing to stockholders on April 17th, 2026. I also have a copy of the company's annual report for fiscal year 2025, which includes financial statements certified by KPMG LLP. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting, and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto, the annual report, and the oath of the Inspector of Elections will be filed with the minutes of this meeting. The Secretary has the list of holders of record of the common stock of the company at the close of business on April 6th, 2026, which was the record date set by the Board. This list of stockholders has been open for examination by any stockholder for any purpose germane to the annual meeting for a period of 10 days prior to this meeting by contacting our investor relations department. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The Secretary will please file a copy of the list of stockholders with the records of the company. Mr. Packer, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present? Mr. Chairperson, on April 6th, 2026, the record date for this annual meeting, there were outstanding and entitled to vote a total of 191,685,290 shares of common stock. I've been informed by the Inspector of Election that the shares of stock represented by proxy at this meeting represent more than 50% of all of the shares entitled to vote at this annual meeting and therefore constitute a quorum. Thank you, Mr. Packer. On the basis of the report of the Secretary and the Inspector of Elections, I find that proper notice has been given and a quorum is present. Accordingly, this meeting has been duly convened. It is 12:06 Eastern Standard Time on June 1st, 2026, and the polls for voting on all matters are open. All Waystar 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 your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have 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. We'll now move to a review of the proposals. Voting will commence after all proposals have been presented. The first proposal to come before this meeting is the election of Directors. At this meeting, we will be electing four Class II Directors to hold office until our 2029 Annual Meeting of Stockholders. If elected, these Directors shall serve until their successors have been duly elected and qualified, or until any such director's earlier resignation or removal. The nominees are Robert A. DeMichiei, John Driscoll, Paul G. Moskowitz, and Lauren Young. The Board has recommended that you vote in favor of each of these nominees. The four nominees receiving the highest number of votes at this meeting will be elected. Information concerning these nominees and other matters which may be of interest are contained in the company's proxy statement. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations be closed. Are there any questions or comments on the first proposal? We will now move to the second proposal. Proposal two ratification of independent registered public accounting firm. The next matter to come before the meeting is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The Board recommends that you approve the appointment of KPMG LLP to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31st, 2026. Are there any questions or comments on this proposal? We will now move to the third proposal regarding the frequency of future advisory votes. Final matter to come before this meeting is the frequency of future advisory votes to approve the compensation of our named executive officers. This advisory vote on the frequency of future say on pay votes takes place every six years, and you may vote for every one year, two year, or three years. The Board recommends that you vote one year as the recommended frequency of future say on pay votes. Are there any questions or comments on this proposal? This concludes our presentation of the proposals at this meeting. The polls are about to close, so if you have not voted yet, please do so. Since everyone has had the opportunity to vote, it is now 12:11 P.M. Eastern Time and the polls are closed. The Inspector of Election has delivered his preliminary report, and I will now announce the preliminary results. Mr. Chairperson, based on the Inspector of Election's preliminary report, on the first proposal, the four nominees receiving the highest number of votes cast in favor of his or her election are, in alphabetical order, Mr. DeMichiei, Mr. Driscoll, Mr. Moskowitz, and Ms. Young. As a result, each of these individuals has been reelected as a Class II Director of the company to hold office until our 2029 Annual Meeting of Stockholders. Congratulations to you all. On the second proposal, a majority of the votes cast were in favor of the ratification of the appointment of KPMG as the company's independent registered public accounting firm, and therefore, the appointment has been ratified. On the third proposal, a majority of the votes cast were in favor of one year as the period of frequency for future say on pay votes. We will file the final report of the Inspector of Election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within four business days of this meeting. That concludes the business for this meeting. It is 12:12 Eastern Standard Time, and the meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. Please follow the instructions provided on the virtual meeting screen to submit questions and be mindful of the rules of conduct, especially regarding the time limit. Hearing none, ladies and gentlemen, thank you for attending today's meeting.
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