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

Good morning, everyone. My name is Brian Balbirnie and I'm the Chief Executive Officer here at Issuer Direct Corporation. I would like to welcome everyone to the 2023 Annual Meeting of Issuer Direct. This meeting is being held both in person and virtually for the convenience of our shareholders. Before we begin the formal portion of the meeting, I would like to review a couple of matters related to the virtual portion of today's meeting. This meeting is being broadcast to those in virtual attendance, on the phone and/or via our virtual annual meeting platform, which was previously circulated to all shareholders in our proxy statement. First, let's discuss the virtual voting process. You do not need to vote again today if you have already voted. However, if you do wish to vote today, you will find on your screen a button labeled Vote My Shares. This link will allow you to vote online here today during the meeting prior to the final tabulation. This applies only to registered holders. If you are a beneficial holder, meaning that you hold your shares in street name through a broker or a bank, you will need to e-mail a request for a formal legal proxy to Emily White, who is acting as the Inspector of Elections today. The e-mail address is [email protected], and she will provide additional instructions to vote your shares. Second, let's discuss how you can ask an online question during today's meeting. If you would like to ask a question, you will see a button labeled Ask A Question on the virtual meeting platform screen that will allow you to place the question into the queue. The question-and-answer session will conclude today's formal meeting. At this point, I would like to introduce our Chairperson, Mr. Bill Everett, who will conduct the formal portion of this annual meeting. Mr. Everett?

Thank you, Brian, and good morning, everyone. I will ask that the official meeting please come to order. My name is Bill Everett, and I'm currently the Chairman of the Board of Directors of Issuer Direct Corporation as well as a member of the Audit Committee of the Board until the end of this meeting. I will serve as the Chairperson of this meeting -- today's meeting, and I am pleased to welcome all of you to this Annual Meeting of the Stockholders of Issuer Direct Corporation. As noted in our proxy statement, I have been a member of the Board for 10 years. Pursuant to our bylaws, members of our Board are limited to 10-year terms with certain limited exceptions. I believe that it is important to honor the term limit, and I have elected not to stand for reelection at this year's annual meeting and instead will be retiring. I would now like to introduce you to the following persons present in person or virtually at the meeting. Our Audit Committee Chairperson and Independent Director, Mr. Michael Nowlan; our Compensation Committee member and Independent Director, Ms. Marti Beller; our Audit Committee member and Independent Director, Mr. Graeme Rein; our Chief Executive Officer and Director, Mr. Brian Balbirnie; and our Chief Financial Officer, Mr. Tim Pitoniak. Our Compensation Committee Chairperson and Independent Director, Mr. Patrick Galleher, is unable to attend today's meeting due to a prior commitment. Mr. Matt Urbizo of Cherry Bekaert, our independent accountants; and Mr. Jeff Quick, our Corporate Legal Counsel, are in attendance today as well. Also, as previously mentioned, Ms. Emily White is acting as our Inspector of Election for today's meeting. Mr. Quick will act as 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 at today's meeting and will receive and count votes. The inspector of -- the inspector is the company's platform specialists, customer success and governance. In order for the inspector to report accurately on the number of shares represented in person at this meeting, will those stockholders present who wish to vote in person, please give their names to the inspector, if you've not already done so. Additionally, will those of you holding proxies, please inform the inspector of such. Each stockholder who has not yet voted and intends to vote her or his shares in person should now have in her or his possession, a ballot, which will be used to vote for or against the proposals scheduled to come before the meeting. The inspector has a preliminary report of proxies delivered to the company as of June 6, 2023, and has delivered that report to the Chairperson. Proxies were received in response to a notice of meeting, which was mailed on or about April 28, 2023, to all stockholders of record as of the close of business on April 11, 2023. The preliminary report of the Inspector of Elections indicate that 1/3 of the issued and outstanding shares of the company are represented at this meeting as required by the company's amended and restated bylaws. I therefore declare that a quorum is present and that this meeting is duly and properly convened. I will now return the meeting to Mr. Everett.

Thank you, Jeff. 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 five directors to serve until our next Annual Meeting of Stockholders. The following are the nominees of the Board of Directors; Brian Balbirnie, Marti Beller, Patrick Galleher, Michael Nowlan, Graeme Rein. We will proceed to the next item. The second matter before the stockholders of the company is a proposal to approve our 2023 equity incentive plan and to reserve 300,000 shares of our common stock, which may be issued as awards thereunder. As noted in our proxy statement, we believe this action is an important tool in enabling us to attract and retain the best available personnel for positions of substantial responsibility to provide additional incentive to key employees, key contractors and outside directors and to promote the success of the business. The Board of Directors recommends the approval of our 2023 equity plan and to reserve 300,000 shares of our common stock, which may be issued as awards thereunder. A motion to approve such amendment would now be in order.

I hereby move to approve the 2023 equity incentive plan and to reserve 300,000 shares of our common stock, which may be issued as awards thereunder.

Is there a second?

I second the motion.

Okay. 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, 2023. 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, 2023. We have engaged Cherry Bekaert as our independent registered public accounting firm since June 2010. The Board of Directors recommends the approval of Cherry Becker 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, 2023.

Is there a second?

I second the motion.

Thank you. At this time, if there are stockholders in attendance who would not yet voted and wish to do so, please either provide your ballot to Ms. White if you're participating in person or click the bottom label Vote My Shares if you are participating virtually. We will pause for a moment to allow all stockholders the opportunity to do this. [Voting]

We will now hear from Ms. White, 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 action was taken. This preliminary report reflects only those votes cast by proxies that were received by the company prior to June 7, 2023, and any votes cast today will appear in the final report of the inspector and in the permanent records of the company. Ms. White, would you please present the report?

The preliminary report of the Inspector of Election, subject to correction based on the final report of the inspector of elections shows that Mr. Brian Balbirnie, Ms. Marti Beller, Mr. Patrick Galleher, Mr. Michael Nowlan and Mr. Graeme Rein have been elected as members of the Board to serve until the Annual Meeting of Stockholders to be held in 2024. The Issuer Direct Corporation 2023 equity incentive plan and the reservation of 300,000 shares of our common stock issuable as rewards thereunder has been approved. The appointment of Cherry Bekaert LLP as independent accountants of the company for the fiscal year ending December 31, 2023, has been approved.

Thank you, Emily. At this point, I would like to ask Michael Nowlan to preside over the final part of the meeting. Mr. Nowlan will replace me as Chairman of the Issuer Direct moving forward. Before I go, however, I would like to express my appreciation for the opportunity to serve as the Chairman of Issuer Direct. I wish all the success to the company, its directors and all the employees of the company as they continue to execute on their business plan and strategic objectives.

Thank you, Bill. On behalf of the company, all of the directors and the stockholders, I would like to express my deep gratitude for your 10 years of invaluable and dedicated service as a Director, a member of the Audit Committee and Chairman of the Board. While you will be missed, we wish you the best in your retirement.

Thank you.

We have now reached the general question-and-answer portion of the meeting. If any stockholder attending in person has a question for the board or the executive management of the company, please raise your hand. If any stockholder attending virtually has the question for the board or the executive management of the company, please, click, Ask A Question button on your screen. All right. 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.