Thunderbird Entertainment Group Inc. (TBRD.V) Earnings Call Transcript

Good morning, and welcome to the annual and special meeting of the shareholders of Thunderbird Entertainment Group Inc. My name is Jennifer Twiner McCarron, and I'm the Chief Executive Officer of the company. I hope everyone has been staying safe during these unprecedented times. Thunderbird is pleased to be able to host today's meeting through the Lumi virtual meeting platform. This platform is accessible to all of our shareholders and duly appointed proxy holders, regardless of their physical locations, and allows registered shareholders to vote and submit questions and comments to the moderator to be read and addressed at the meeting. If you have a question or comment, please submit it through the system now, and we will answer at the appropriate time. I will preside as Chair of this meeting. And with your approval, I will ask Cameron White to act as Secretary of the meeting. Following the conclusion of the meeting, I will give a brief update. And following that, shareholders and proxy holders will have the opportunity to ask general questions by submitting them through the Lumi platform. Normally, I would like to give a presentation with some reals and show the work we're doing, but that will have to wait until 2021. I would also like to take a moment to acknowledge the members of Thunderbird's Board of Directors who are here with us virtually today. Joining me are Frank Giustra, Tim Gamble, Frank Holmes, Azim Jamal, Brian Paes-Braga, Paul Sparkes and Marni Wieshofer. And joining from management, we have Barb Harwood, CFO; and Sarah Nathanson, General Counsel. For the purposes of this meeting, Lia Zandvliet of Odyssey Trust Company will be appointed as scrutineer of the meeting. The company has been provided with an affidavit of mailing from Odyssey Trust Company, confirming the mailing of the applicable meeting materials to all shareholders of record as of the close of business on November 3, 2020, in accordance with applicable law. I direct that the affidavit of mailing be attached to the minutes of this meeting as a schedule. The scrutineers have advised me that prior to the meeting, proxies were received from the holders of a sufficient number of common shares to constitute a quorum. I, therefore, declare the meeting to be regularly called and properly constituted for the transaction of business. I direct that the formal report of scrutineers be annexed as a schedule to the minutes of this meeting. I would like to take a moment to comment on the procedures to be used to submit questions and vote on matters at today's meeting. Shareholders, proxy holders and guests listening online are able to submit questions or comments to the meeting at any time, which we will address at the end of the presentation. [Operator Instructions] With respect to voting, we will conduct the votes on the matters before us today by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each floating share held. Only registered shareholders who hold shares in their name as of close of business on November 3, 2020, or their validly appointed proxy holders are entitled to vote at this meeting. If you've already voted or sent in a proxy, there's no need for you to vote by poll unless you would like to change your vote. The poll would be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or you may wait until each resolution discussion has concluded prior to casting your vote. I now declare the polls open on our resolutions. In the interest of expediting the business of the meeting and in accordance with corporate laws and in Thunderbird articles, no motion needs to be seconded. We will now run through each of the items on the agenda. First will be the presentation of the audited financial statements of the company for the financial year ended June 30, 2020, together with the report of the auditors thereon. Second, shareholders will be asked to fix the number of directors at 8 and elect the directors of the company. Third, shareholders will be asked to appoint the auditor of the company and authorize the directors of the company to fix their remuneration. Lastly, shareholders will be asked to reapprove the company's stock option plan. As a point of information for the meeting, I have been advised by the scrutineers that proxies deposited for the meeting have been overwhelmingly voted for the resolutions proposed for the consideration of the meeting. The first term of business is the presentation of Thunderbird's audited financial statements for the year ending June 30, 2020. Copies of the financial statements have been mailed to those shareholders who requested to receive copies in accordance with applicable law. And with the permission of the meeting, I will dispense with reading them at this meeting. I would ask that any questions on the financial statements or auditor's reports be postponed until after the formal business of the meeting has been completed. It is proposed that the number of directors of the company be set at 8 directors. Pursuant to Section 13.1 of the company's articles, the number of directors is set by ordinary resolution. I now ask for a motion that the number of directors of the company be set at 8.

So moved, Paul Sparkes.

Thank you. Thanks, Paul. A motion has been made that the number of directors be set at 8. The next item of business is the election of directors of the company for the ensuing year. I note the company's articles provide a process requiring advanced notice to the company in respect of any person seeking to be nominated for election at today's meeting. The company did not receive notice of any director nominations in connection with the meeting within the prescribed time period. Accordingly, the only persons eligible to be nominated at the meeting for election to the Board are the following 8 nominees: Frank Giustra; Tim Gamble; myself, Jennifer McCarron; Frank Holmes; Azim Jamal; Brian Paes-Braga; Paul Sparkes; and Marni Wieshofer. Additionally, I would also like to acknowledge that Mark Miller has decided to step down from the Board because of increased responsibilities outside of the Thunderbird Board and will not be standing for the election. Mark will be focusing on production as executive producer at GPM, allowing Mark to focus on creative work. Mark has been incredibly integral part of Thunderbird stories and sharing and growth, and we fully support his decision to follow his passion by turning incredible stories into premium content that global audiences will enjoy. On behalf of the Board of Directors and everyone at Thunderbird, I want to sincerely thank Mr. Miller for his service to the company and wish him well. Thanks, Mark. I now ask for a motion that Frank Giustra, Tim Gamble, Frank Holmes, Azim Jamal, Jennifer Twiner McCarron, Brian Paes-Braga, Paul Sparkes and Marni Wieshofer be elected as directors of the company to hold office until next Annual Meeting of Shareholders or until their successors are elected or appointed.

I so move. It's Tim Gamble.

Thank you, Tim. The next item of business is the appointment of auditors. I now ask for a motion that PricewaterhouseCoopers be appointed as auditor of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed and that the directors be authorized to fix their remunerations.

I so move, Paul Sparkes.