AGM Presentation (Chris)_v8.key
Transcription
AGM Presentation (Chris)_v8.key
XERO LIMITED - ANNUAL MEETING WEDNESDAY 22 JULY 2015 Chairman’s introduction Welcome Good afternoon and welcome to Xero’s Annual Meeting for 2015. I’m pleased to be speaking on behalf of the Board, as Chairman, for my second Xero Annual Meeting. To begin, I’ll introduce our Board to you. On my right is Rod Drury, Xero’s Chief Executive and Co-founder. Rod will present to us shortly. Next to Rod, are non-executive Directors: Craig Winkler, Craig Elliott, and Sam Morgan. To my left are non-executive Directors Lee Hatton, Graham Smith, and Graham Shaw. On the end we have Matt Vaughan, Xero’s Company Secretary. Unfortunately, Bill Veghte wasn’t able to make it today – he sends his apologies. I’d like to first note some positive developments about the Board in recent months. Lee Hatton was appointed CEO of UBank earlier this year, and Bill Veghte was appointed CEO of SurveyMonkey last month. It’s great to have two such high calibre board members recognised for their leadership. As well as that, we have a new Board member in Graham Smith, who has a wealth of experience in international markets, most recently as CFO of the largest SaaS company in the world, Salesforce.com Before we start with the formal business of the meeting, I have a couple of housekeeping points. I’d be grateful if you could please make sure your phone is switched off or on silent. And, in the event of an emergency please make your way to the door you came through and follow the instructions of the Te Papa staff. We’ll begin today with the formal business and resolutions of the meeting, which will be followed by presentations from our CEO, Rod Drury, from the Managing Directors of each of our U.S., New Zealand, and Australian operations, and from our Chief Marketing Officer, Andy Lark. Rod and the team will take you through what has been another strong year for Xero, and will talk about some of the exciting opportunities that lay ahead. I’d like to point out that Rod will be stating, in his presentation, that while it’s early in our financial year, we are expecting subscription revenue for the full year to 31 March 2016 to exceed NZ$200m, based on June 2015 FX rates. I’d also note that while we still intend to list on a US stock exchange, timing is dependent on internal and external factors and won’t be prior to the release of our 2016 financial year results. There will be opportunities for shareholders to ask specific questions as we address each resolution in the formal part of the meeting, and there will be general opportunities for shareholders to ask questions following Rod’s presentation. With that said, as Chair of the meeting, I declare Xero’s 2015 Annual Meeting formally open. Before we move to the resolutions to be considered today, I’d like to acknowledge Graham Shaw. Graham will be retiring by rotation at this meeting but will not be standing for re-election. Graham joined Xero’s Board in 2006, shortly after Xero’s incorporation and prior to its listing on the NZX in 2007. He has been instrumental over the last 9 or so years bringing Xero to the global stage, from a handful of employees in an apartment back in 2006 to over 1200 employees across 20 offices today. Graham’s contribution to Xero, both as a Board member and Chair of our Audit and Risk Management Committee, has been immense. On behalf of the Board, we are extremely grateful for Graham’s contribution and wish him all the best in his future endeavours. I’d now like to invite Graham to say a few words. [Graham to speak] Thank you Graham. I will now move to the formal business of the meeting. [Refer to slides below for the resolutions proposed at the Annual Meeting] Annual meeting 1 Chris Liddell Chairman of the Board 2 Graham Shaw 3 Resolutions 4 Resolution 1 - Fixing the Remuneration of the Auditor That the Board is authorised to fix the remuneration of the auditor. Proxies: FOR AGAINST DISCRETIONARY 52,617,708 (99.830%) 2,155 (0.004%) 87,374 (0.166%) 5 Resolution 2 - Election of Graham Smith as a Director That Graham Smith, appointed by the Board as an additional Director on 25 February 2015, be elected as a Director of Xero Limited. Proxies: FOR AGAINST DISCRETIONARY 52,595,788 (99.75%) 43,261 (0.08%) 89,624 (0.17%) 6 Resolution 3 - Re-election of Craig Elliott as a Director That Craig Elliott, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited. Proxies: FOR AGAINST DISCRETIONARY 52,607,921 (99.778%) 29,766 (0.056%) 87,474 (0.166%) Resolution 4 - Re-election of Craig Winkler as a Director That Craig Winkler, retiring from office as a Director of Xero Limited by rotation, be re-elected as a Director of Xero Limited. Proxies: FOR AGAINST DISCRETIONARY 52,480,525 (99.557%) 145,944 (0.277%) 87,584 (0.166%) Resolution 5 - Approval of the 2016 Options to be granted to Chris Liddell and Bill Veghte That the grant of options to subscribe for ordinary shares in Xero Limited to Chris Liddell and Bill Veghte, as remuneration for their roles as Directors of Xero Limited (equating to an annual value of NZ$220,000 and NZ$176,000 respectively), in or around February 2016, on the terms set out in the Explanatory Notes to the Notice of Meeting (i.e., on substantively the same terms as the grant of options to Chris and Bill in February 2015, which was approved at Xero’s 2014 Annual Meeting), be approved, and that the issue of ordinary shares in Xero Limited to Chris and Bill upon any exercise of those options, be approved. Proxies: FOR AGAINST DISCRETIONARY 46,713,384 (88.60%) 5,921,155 (11.23%) 87,911 (0.17%) 9 Resolution 6 - Approval of the issue of Ordinary Shares to Lee Hatton That the issue of ordinary shares in Xero Limited to Lee Hatton in lieu of cash, as remuneration for her role as a Director of Xero Limited to a value of NZ$70,000 per annum on the terms set out in the Explanatory Notes to the Notice of Meeting, be approved. Proxies: FOR AGAINST DISCRETIONARY 52,538,380 (99.646%) 98,407 (0.187%) 88,011 (0.167%) Resolution 7 - Amendment to the U.S. Scheme That the Xero Limited (USA) Equity Incentive Scheme be amended to allow for a total of 4.4m equity securities (whether options to subscribe for ordinary shares or restricted stock units or a combination of both) to be allocated pursuant to the U.S. Scheme (the U.S. Equity Scheme Cap), subject to the following resolution and any adjustments made in accordance with the U.S. Scheme’s provisions for certain changes in Xero Limited’s capitalisation. Proxies: FOR AGAINST DISCRETIONARY 52,574,097 (99.72%) 57,596 (0.11%) 90,276 (0.17%) 11 Resolution 8 - Amendment to the U.S. Scheme That, in calculating the number of equity securities allocated for the purpose of the U.S. Equity Scheme Cap (as defined in resolution 7), any equity securities that: (a) are allocated pursuant to the U.S. Scheme after the date of this resolution, and (b) up to 1,505,440 equity securities that were allocated pursuant to the U.S. Scheme prior to the date of this resolution; but that have, in each case, prior to exercise or vesting, as applicable, been forfeited or cancelled (including if forfeited or cancelled in connection with any tax withholding upon vesting of restricted stock units), are not to be counted in such calculation. Proxies: FOR AGAINST DISCRETIONARY 52,591,452 (99.72%) 59,361 (0.11%) 90,292 (0.17%) 12