Spin Master Corp. (TOY) Earnings Call Transcript

Hello, and welcome to the Annual Meeting of Shareholders of Spin Master Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of say. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Compushare and the corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to the Chair of the meeting, Mr. Ed Clark. The floor is yours.

Good morning, ladies and gentlemen. Welcome to the Annual Meeting of the Shareholders of Spin Master Corporation. I am Ed Clark, a Director and Deputy Chair of the company. Before proceeding with the formal business of the meeting, I would like to take this opportunity to extend our thanks on behalf of the whole company to Brian Whipple, who did not stand for reelection, for his service and contribution. I would also like to welcome Christi Strauss, our new Independent Director, with experience in the consumer goods space, bringing a customer focus, global distribution knowledge and marketing expertise to her role on the Board. I will now turn to Chris Harrs, Corporate Secretary of the company, to review some formalities.

This year, as with last year, the meeting is being held as a virtual meeting. This allows registered shareholders and duly appointed proxy holders to be able to attend the meeting, ask questions and vote regardless of their geographic location as well as being a more cost-efficient and environmentally friendly arrangement for the company and shareholders. Holding our meeting virtually means there are some differences from the way our meeting is usually conducted. However, our goal is to replicate as best we can the experience you would have if we were meeting in person. Given the virtual format of today's meeting, we request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, we will have a question-and-answer session. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that such questions are addressed following the conclusion of the meeting. If for any reason, we are unable to answer your questions at the meeting, we will endeavor to follow up with you after the meeting. [Operator Instructions] We have 4 matters of formal business to conduct today: one, the election of directors; two, the presentation of our 2022 financial statements; three, the reappointment of the company's auditors for the coming year and authorization of the Directors of the company to pick such auditors' remuneration; and four, the approval of a nonbinding advisory resolution on the company's approach to executive compensation. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. Accordingly, for this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. I will now turn to Mr. Clark to commence the meeting.

The meeting is now called to order. I will preside as Chair of this meeting; and Chris Harrs, Corporate Secretary of the company, will act as the Secretary of this meeting. I hereby appoint Computershare Investor Services Inc. through its representatives to act as scrutineer for the meeting. I would now ask Mr. Harrs to report on certain procedural matters.

The notice calling this meeting, together with the form of proxy and management information circular and annual report containing the financial statements of Spin Master Corp. for the financial year ended December 31, 2022, and the auditor's report thereon have been properly sent to the requisite recipients. Additional copies of these materials are also available online on the company's SEDAR profile at www.sedar.com. I will dispense with the reading of the Notice of Meeting. Scrutineer has provided me with his preliminary report on the attendance at this meeting, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder you have used your control number to log into the meeting and accepted the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls are currently open, allowing you to vote on each item immediately or, if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your votes.

Thank you, Mr. Harrs. I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the Notice of the Meeting received from Computershare Investor Services Inc. and the scrutineer's complete report on the attendance be annexed to the minutes of the meeting. The first item of business is the election of directors. The number of directors to be elected at this meeting has been set by the company's Board of Directors at 13. May I please have management's nomination of the candidates for the election to the Board.

Mr. Chair, I nominate each of the persons specified in the management information circular delivered with the Notice of Meeting being: Michael Blank, Edmund Clark, Jeffrey Cohen, Reginald Fils-Aimé, Kevin Glass, Ronnen Harary; Dina Howell, Christina Miller, Anton Rabie, Max Rangel, Christi Strauss, Ben Varadi, Charles Winograd, to serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.

As the company did not previously receive timely notice of any further nominations of persons for election as directors of the company, as required by the advanced notice provisions of the company's bylaws, I declare the nominations closed. Ms. Bisoukis, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause for a moment to allow the questions to be submitted. I can confirm that we have not received any questions from shareholders specifically on this item.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted and it is not necessary to vote again. [Voting]

The next item of business is a presentation of the company's consolidated financial statements and the auditor's report thereon. We will dispense with the reading of the auditor's report. The next item of business is the reappointment of the auditors of the company. May I have a motion on this matter?

Mr. Chair, I move that Deloitte LLP, Chartered Professional Accountants, Chartered Accountants, licensed public accountants be reappointed as auditors of the company until the close of the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration.

Ms. Bisoukis. Can you please advise whether any participants have been received on this matter -- any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. I confirm that we have not received any questions from shareholders specifically on this item.