Nerds on Site Inc. (NERD) Earnings Call Transcript

I want to welcome you all. Good morning. My name is Charlie Regan. I'm the CEO of Nerds on Site. Pleasure to welcome you to the company's Annual General Meeting of Shareholders. Before we start the meeting, I would like to address the meeting structure and note some general reminders. First, the meeting -- the formal business described in the notice of the meeting that was sent out, after this meeting's formal portion, I'll open the floor to any shareholder questions. To ensure a smooth and efficient meeting, I've asked certain shareholders to move. And second for the resolutions table this morning, I want to remind everyone that only registered shareholders, of course, or duly appointed proxy holders are entitled to vote and speak during the meeting. A shareholder or proxy holder may register their vote through the Zoom platform when a poll is required. If you have any questions on registering your vote, please e-mail john@nerdsonsite.com. and we'll make sure that your vote is registered. Hey, [ Ping ] are you? Good to see you. Please note that once you're registered -- once you've registered your vote on an item of business through the Zoom, it will be final. Carefully consider the item of business before registering your vote. If you haven't already done so, please check with the scrutineer, that's Ms. Patricia Selby and she'll make sure that you get registered. She wants an accurate count on attendance. So to do so, please e-mail Patricia and it's patricia.selby@tmx.com. and she'll make sure that you were registered. In accordance with the company's articles, I'll act as the Chair and ask Deborah [indiscernible] to act as Secretary of this meeting. Further, I'll ask Patricia Selby as a representative of TMX Trust Company to act as scrutineer. If anyone has not yet checked in with the scrutineer, please do so now and ensure an accurate attendance count. Notice calling this meeting, together with the management information circular, proxy and annual statements, financial statements were all posted to Sedar to our company website and sent to registered shareholders of record that didn't consent to electronic delivery on, or about, October 31 of this year. In accordance with the National Instrument 54-101, these materials were also sent to all responding intermediaries. And with the consent of meeting, I'll dispense with reading of the notice of meeting, and I'll direct a copy and the proof of service be retained and included in the minutes of this meeting. And at this point, I'll ask the secretary to read the scrutineer's report on attendance. If you could, Deb.

Yes. Mr. Chairman, I received the scrutineers' report and it shows 30 persons present in person and by proxy at the meeting holding or representing by 54,171,970 common shares, or 54.492% of the issued and outstanding common shares of the company. Based on the scrutineer's report, I advise that a quorum is present and direct that the scrutineers report be attached to the minutes of the meeting.

Great. With the appropriate notice of meeting given and the requisite quorum present, I declare that this meeting regularly called and properly constituted for the transaction of business. Wow, we really have some kind of a formal language when you have to read things like this. Don't we. Okay so there are two items of business to be voted on at today's meeting, specifically the election of directors and the appointment of auditors. Unless otherwise requested, we'll proceed with voting on such matters by way of the poll. And first item of business is the presentation of the company's audited financial statements for the financial years ended May 31, 2024 and 2023, together with the auditor's report thereon. With the consent of this meeting, I don't propose that the financial statements and auditors report be read at this time. I now [ table ] the financial statements for the period of May 31, 2024, 2023 and the auditor's report thereon and would ask that the secretary file them with records of the meeting -- of this meeting. If any shareholder has questions or concerns, we'll be pleased to answer them once the formal part of the meeting has concluded. We go now to the election of directors. The next item of business is the election of directors for the following year by way of ordinary resolution. The information circular has listed the nominee proposed for election as directors. May I have the nominations, please?

I move that to Charles Regan, Kevin Ernst, John Harbarenko; Eugene Konaryev; David Redekop; [ Ping Wang Rosen ] and Gresford Barrington Gray being nominated for election as directors of the company.

I second.

I have a motion respecting the election of directors.

I move that the persons nominated be elected as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed.

Yes, I second.

I'll ask each shareholder to vote using the meeting the poll. If you can't register your vote, please e-mail your vote to charlie@nerdsonsite.com, just so we make sure it gets counted. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed. And based on the voting results, as I understand it, we have a majority. So based on those voting results, the resolution has passed, and I declare that the motion be carried. And that all nominees have been elected as directors of the company to hold office until the next annual election of Directors or until their successors are elected, subject to the provision of the Business Corporations Act and the articles of the company. The next item of business is to appoint the company's auditor, and to authorize the directors to set their remuneration by way of ordinary resolution. May I have a motion in favor of the resolution?

I move that MNP be appointed as the company's auditor and that the directors be authorized to set their remuneration.

I second.

Any discussion on the motion? Okay. I'll ask each shareholder to vote. If you can't register, please e-mail to charlie@nerdsonsite and we'll make sure it gets registered. [Voting]

Now that we have a majority in the voting has transpired. I declare the poll closed. And based on the voting results, the resolution has passed, and I declare the motion carried. If there's no further business to be brought before the meeting, I'll ask for a motion to terminate the meeting.

I move it to be terminated.