5E Advanced Materials, Inc. (FEAM) Earnings Call Transcript & Summary

Good morning. Hello, and welcome to the Annual Meeting of Stockholders of 5E Advanced Materials, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Weibel, our Chief Executive Officer. Paul?

Good morning. As Chief Executive Officer of 5E Advanced Materials, it is my pleasure to welcome all those attending our 2024 Annual Meeting of Stockholders, which we are holding entirely virtually. Before the meeting is called to order, I'd like to introduce you to the other members of the Board and officers of the company who are on the webcast today. From the Board, our Chairman, Graham van’t Hoff; Jimmy Lim; Bryn Jones and Barry Dick. Also attending from the 5E Advanced Materials team is Joshua Malm, Chief Financial Officer. I would also like to introduce you to [ David Buist ] of PricewaterhouseCoopers, the company's independent registered public accountants, who is available to respond to appropriate questions via the Q&A function on the Annual Meeting web page; as well as Eliza Murray of Latham & Watkins, counsel to the company, who will act as Secretary of today's meeting. I will now turn the meeting over to Graham, Chairman of today's meeting.

Thank you, Paul. I will now call the meeting to order. We will proceed with the formal business of the meeting as indicated in the notice of annual meeting and the company's proxy statement filed with the SEC and delivered with sufficient notice to stockholders as required by Delaware law. The polls opened today, January 21, 2025, at 10:00 a.m. Pacific Time, for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting, if you have already voted and do not wish to change your vote. On the virtual meeting web page, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their control number, and beneficial holders who have registered in advance will be able to vote and submit questions at today's meeting. Our Corporate Secretary will file the proof of mailing of notice of the meeting with the records of the meeting. All stockholders of record at the close of business on December 17, 2024, or holders of a valid proxy, are entitled to vote at today's meeting. A complete list of the holders of record of the company's common stock on the record date for the meeting is available on your screen, if you have logged into the meeting using your 16-digit control number. At this time, I'd like to introduce on the call, Donna Bent of Computershare Trust Company, N.A., who will serve as the Inspector of Election of today's meeting. Donna has signed the customary oath as Inspector of Election to execute her duties with strict impartiality. The oath shall be filed with the minutes of the meeting. Donna has informed me that there are online present at the meeting, or represented by proxy, the holders of at least 1/3 in voting power of the total number of shares of common stock of the company entitled to vote at the meeting. There is, therefore, a quorum present, and I hereby declare this meeting to be duly constituted for the transaction of business. There are 8 items of business to be considered by the stockholders at today's meeting, each as further described in the company's definitive proxy statement for the Annual Meeting. The Board recommends that the stockholders vote for each of the nominees in Proposal 1, for Proposals 2, 4, 5, 6, 7 and 8, and for the participation of each person in Proposal 3. Item 1, election of directors. The first item of business is the proposed election of Paul Weibel, Graham van’t Hoff, Barry Dick and Bryn Jones as directors, each to serve for a 1-year term until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until such directors' earlier death, resignation, disqualification or removal. Item 2, ratification of appointment of independent registered public accounting firm. The second item of business is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2025. Item 3, approval of certain individuals to participate in the company's 2022 Equity Compensation Plan. The third item of business is the approval for purposes of ASX Listing Rule 10.14 and for all other purposes of the participation by each of one, Paul Weibel; two, Graham van’t Hoff; three, Barry Dick; and four, Bryn Jones, in the company's 2022 equity compensation plan. Item 4, approval of an amendment to the company's 2022 Equity Compensation Plan. The fourth item of business is the approval of amendments to the company's 2022 Equity Compensation Plan to increase the number of shares of common stock authorized for issuance. Item 5, approval of the issuance of additional shares of our common stock upon a Make-Whole Fundamental Change and upon conversion of the convertible notes issued under the Amended and Restated Note Purchase Agreement. Fifth item is the approval for purposes of Nasdaq Listing Rule 5635 and for all other purposes of the issuance of additional shares of our common stock upon a Make-Whole Fundamental Change and upon conversion of the convertible notes issued under the September 2024, Amended and Restated Note Purchase Agreement. Item 6, approval of a potential future private offering. The sixth item of business is the approval of a potential future private offering. Item 7, approval of a reverse stock split. The seventh item is the approval of amendments to the company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the company's common stock at a ratio ranging from any whole number between 1-for-10 and 1-for-25 as determined by the Board of Directors in its discretion, subject to the Board of Directors' authority to abandon such amendments. Item 8, approval of the adjournment of the Annual Meeting. The eighth item of business is the approval of the adjournment of the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 3, 4, 5, 6 or 7. That was the final item of business for today's meeting. If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or Internet. We will pause for approximately 30 seconds before closing the voting polls. [Voting]

The time is now 10:09 a.m. Pacific Time on January 21, 2025, and the polls are now closed for voting. We will pause for a moment while the Inspector of Election makes the final tabulation of votes. I've now received the preliminary report of the Inspector of Election. The final report of the Inspector of Election will be kept with the company's records at the annual meeting -- sorry, records of the annual meeting. Based on the preliminary report of the Inspector of Election: a, Paul Weibel, Graham van't Hoff, Barry Dick and Bryn Jones, have been elected to serve for a 1-year term until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; b, the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2025, has been ratified; c, the participation by each of Paul Weibel, Graham van't Hoff, Barry Dick and Bryn Jones in the company's 2022 Equity Compensation Plan for purposes of ASX Listing Rule 10.14 and for all other purposes, was approved; d, the proposed amendment to the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan to increase the number of shares of common stock authorized for issuance was approved; e, the issuance for purposes of Nasdaq Listing Rule 5635 and for all other purposes of additional shares of our common stock, upon a Make-Whole Fundamental Change and upon conversion of the convertible notes issued -- issuable under the September 2024 Amended and Restated Note Purchase Agreement was approved; f, the proposed potential future private offering was approved; g, the proposed amendments to the company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the company's common ratio at a ratio ranging from any whole number between 1-for-10 and 1-for-25, as determined by the Board of Directors in its discretion, subject to the Board of Directors' authority to abandon such amendments, were approved. The final tally of votes will be published within 4 business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. The meeting is now adjourned. Meeting is now open for any questions or comments relating to the business of the company via the online portal. Please note that we will only be answering questions that are within the rules of conduct, and only stockholders who have logged into the meeting using their 15-digit control number are able to submit a question through the question area of the web portal. Please note that any remarks that we may make during the Q&A session about future expectations, plans and prospects for the company constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed under the heading Risk Factors on our Forms 10-K, 10-Q and other reports that we file with the SEC. Any forward-looking statements represent our views only as of today, and we undertake no obligation to update them. Please also note that [ David Buist ], a representative of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm, is present at the meeting and is available to respond to questions raised by stockholders. Paul, are there any questions that are being submitted?

Thanks, Graham. We'll give this 30 seconds. As of this point, no questions have been submitted.