ACCESS Newswire Inc. (ACCS) Earnings Call Transcript & Summary

Hello, ladies and gentlemen, and welcome to the Issuer Direct 2020 Virtual Annual General Meeting. My name is Brian Balbirnie, and I am the Chief Executive Officer here at Issuer Direct. I would like to welcome each of you to the meeting today. Before we begin with the formal portion of the meeting, I would like to review a couple of matters related to the virtual nature of this meeting. This meeting is being broadcast to those in attendance via our virtual meeting platform, which was previously circulated to all shareholders. [Operator Instructions] First, let's discuss the voting process. You do not need to vote again today if you have already done so. With that said, if you have not voted, you will find a screen button labeled Vote My Shares. This link will allow you to vote online here with us today. Keep in mind, this applies only to registered holders. If you are a beneficial holder, meaning you hold your shares in street name through a bank or broker, you will need to e-mail a request to formal -- for a formal legal proxy to James Michael, who is acting as the inspector elections of today's meeting. The e-mail address to send this request is [email protected]. He will provide you additional instructions on how to vote your shares today. [Operator Instructions] The question-and-answer session will conclude today's formal meeting. At this point, I would like to introduce our Chairman, Mr. Bill Everett, who will conduct the formal portion of this meeting. Mr. Everett?

Thank you, Brian, and good afternoon, everyone. I will ask that the official meeting please come to order. My name is Bill Everett and I'm Chairman of the Board of Directors of Issuer Direct Corporation as well as a member of the Audit Committee and Strategic Advisory Committee of the Board. I will also be joining the Compensation Committee during 2020. I will serve as the Chairman for today's meeting. I am pleased to welcome all of you to this virtual annual meeting of stockholders of Issuer Direct. I would like to introduce you to the following persons present at the meeting. Our Strategic Advisory Committee Chairman, Compensation Committee Chairman and Independent Director, Mr. Pat Galleher. Our Audit Committee Chairman and Independent Director, Michael Nowlan. Our Chief Executive Officer and Director, Mr. Brian Balbirnie. And our Chief Financial Officer, Mr. Steve Knerr. Additionally, Mr. Matt Urbizo of Cherry Bekaert, our independent accountants; and Mr. Jeff Quick, our Corporate Legal Counsel, are in attendance. Also, as mentioned previously, acting as our inspector of elections for today's meeting is Mr. James Michael. The company's Corporate Legal Counsel, Mr. Quick, will act as the secretary of today's meeting. The Chair recognizes Mr. Quick.

Thank you, Mr. Everett. The inspector of elections has been appointed to report on the attendance of today's meeting and receive and count votes. The inspector is the company's Vice President of Business Development. The inspector has prepared a preliminary report of proxies delivered to the company as of June 16, 2020, and has delivered that report to the Chairman. Proxies were received in response to a notice of meeting, which was mailed on or about April 20, 2020, to all stockholders of record as of the close of business on April 21, 2020. The preliminary report of the inspector of elections indicates that 1/3 of the issued and outstanding shares of the company are represented at this meeting as required by the company's bylaws. I therefore declare a quorum is present, and the meeting is duly and properly convened. I'll now return the meeting to the Chairman.

Thank you, Brian. We will now discuss and vote upon each of the proposals scheduled to come before today's meeting. The first action item is the election of 4 directors to serve until the next annual meeting of stockholders. The 4 nominees receiving the majority of the shares present in person or by proxy at this meeting will be elected as directors. The following are the nominees of the Board of Directors. Mr. Brian Balbirnie, Mr. Bill Everett, Mr. Patrick Galleher, Mr. Michael Nowlan. We will proceed to the next item. The second matter before the stockholders of the company is a proposal to amend our 2014 Equity Incentive Plan to increase the number of shares authorized for grant by 200,000 shares. As noted in our proxy statement, this action is intended to ensure that we can continue to provide an incentive to our employees, directors and consultants by enabling them to share in the growth -- future growth of our company. The Board of Directors recommends the approval of this amendment to our 2014 Equity Incentive Plan to increase the number of shares authorized for grant by 200,000 shares. A motion to approve such amendment would now be in order.

I hereby move to approve the amendment to the 2014 Equity Incentive Plan to increase the number of shares authorized for grant by 200,000 shares.

Is there a second?

I second the motion.

The third and final item to be voted on today is the proposal to ratify the appointment by the Audit Committee of the Board of Directors of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2020. The Audit Committee has appointed the firm of Cherry Bekaert independent registered public accounting firm to audit and report on our financial statements for the year ending December 31, 2020. We have engaged Cherry Bekaert as our independent registered public accounting firm since June 2010. The Board of Directors recommended the approval of Cherry Bekaert as the company's independent accountants. A motion to ratify such appointment would now be in order.

I hereby move for ratification of the appointment of Cherry Bekaert LLP as the independent registered public accountants of the company for the fiscal year ending December 31, 2020.

Is there a second?

I second the motion.

At this time, if there are shareholders and attendants who have not yet voted and would wish to do so, please click the bottom label "Vote My Shares." We will pause for a moment to allow shareholders this opportunity. [Voting]

We will now hear from Mr. James Michael, the company's inspector of elections for this annual meeting of stockholders, who will read the preliminary report of the inspector of elections as to each of the matters on which the action was taken. This preliminary report reflects only those votes cast by proxies that were received by the company prior to June 17, 2020, and any votes cast today will appear in the final report of the inspector and in the permanent records of the company. Mr. Michael, would you please present the report?

The preliminary report of the inspector of elections, subject to correction based on the final report of the inspector of elections, shows that Mr. Brian Balbirnie, Mr. Bill Everett, Mr. Patrick Galleher, Mr. Michael Nowlan have been elected as members of the Board of Directors to serve until the annual meeting of stockholders to be held in 2021. The amendment of our 2014 Equity Incentive Plan to increase the number of shares authorized for grant by 200,000 shares has been approved. The appointment of Cherry Bekaert LLP as the independent accountants of the company for the fiscal year ending December 31, 2020, has been approved.

We have now reached the general question-and-answer portion of the meeting. [Operator Instructions] And we'll wait for a few -- a minute or so for people to have a chance to ask those questions. Okay. There don't appear to be any questions. So there being no questions, our final order of business is to adjourn the meeting formally. A motion to adjourn would be in order.

I hereby move that the meeting be adjourned.

I second the motion.

It has been moved and seconded that this meeting will be adjourned. Is there any objection to adjourning the meeting at this time? The motion is carried and the meeting is adjourned. Thank you all for your attendance.