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

Greetings, and welcome to the Issuer Direct Corporation Annual Meeting of Stockholders Conference Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Brian Balbirnie, Chief Executive Officer at Issuer Direct. Brian, please go ahead.

Thank you. Good morning, everyone. My name is Brian Balbirnie, and I am the Chief Executive Officer of Issuer Direct Corporation. I would like to welcome everyone to the 2024 Annual Meeting at Issuer Direct Corporation. 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 the matters related to the virtual portion of this meeting. The meeting is being broadcast to those in virtual attendance on the phone and/or via our virtual meeting platform, which was previously circulated to all stockholders 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. This applies only to registered holders. If you are a beneficial holder, meaning you hold your shares in street name through a broker or bank, you will need to e-mail a request to -- for formal legal proxy to James Michael, who is acting as the Inspector of Elections today. The e-mail address is [email protected]. And he will provide you additional instructions to vote your shares. Second, let's discuss how you could 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 a question into the queue. The question-and-answer session will conclude today's formal meeting. I will now ask the official meeting, please come to order. I will serve as the Chairperson for today's meeting. I would like to introduce to you the following persons present in person and/or on the phone today in the virtual meeting. Our Audit Committee Chairperson and Independent Director, Mr. Graeme Rein; our Interim Chief Financial Officer, Mr. Steve Knerr, Mr. Matt Urbizo from Cherry Bekaert, our independent accountants; and Mr. Jeff Quick, our Corporate Legal Counsel, are in attendance as well. Also, as mentioned previously, Mr. Michael is acting as our inspector of elections for today's meeting. Mr. Quick will act as the secretary of today's meeting. The Chair recognizes Jeff.

Thank you, Brian. The inspector of elections has been appointed to report on the attendance at today's meeting and to receive and count votes. 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 have 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 proposal scheduled to come before this meeting. The inspector has prepared a preliminary report of proxies delivered to the company as of June 13, 2024 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 29, 2024, to all stockholders of record as of the close of business on April 18, 2024. 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 amended and restated bylaws. I, therefore, declare that a quorum is present and that this meeting is duly and properly convened. I now return the meeting to Brian.

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 directors to serve until the next Annual Meeting of Stockholders. As a result of the recent resignations of Mr. Nowlan and Ms. Beller, effective June 13, 2023 -- 2024, the following are the nominees of the Board of Directors: Brian Balbirnie and Graeme Rein. Mr. Balbirnie and Mr. Rein will identify new Board candidates as soon as possible. We will proceed to the next item. The second proposal before the stockholders of the company is a nonbinding advisory vote required by the United States securities laws to approve the compensation paid to our named executive officers as disclosed in our proxy statement more commonly known as say-on-pay. As discussed in the compensation discussion and analysis section of our proxy statement, we believe our executive compensation policies provide fair, reasonable and competitive levels of compensation to our executive officers. The Board of Directors recommends approval for the compensation of named executive officers. May I have a motion to approve the compensation of the named executive officers?

[ I so move ].

I hereby move to approve the compensation of the named executive officers.

I second the motion.

The third proposal before the shareholders of the company is a nonbinding advisory vote also required by the United States securities laws regarding the frequency of holding the say-on-pay vote. Shareholders may indicate whether they would prefer to hold the say-on-pay vote every 1, 2 or 3 years, the Board of Directors recommending holding the say-on-pay every third year. May I have a motion to approve the holding of say-on-pay vote every 1, 2 or 3 years.

I move to approve this holding the say-on-pay vote every -- for every 1, 2 or 3 years.

I second the motion. The fourth and final item to be voted on today is the proposal to ratify the appointment of the Audit Committee of the Board of Directors of Cherry Bekaert LLP, as our independent registered public accounting firm for the year ended December 31, 2024. The Audit Committee has appointed the firm of Cherry Bekaert, an independent registered public accounting firm, to audit the end report on the financial statements for the year ending December 31, 2024. We have engaged Cherry Bekaert as our independent registered public accounting firm since June 2010. The Board of Directors recommends the approval of Cherry Bekaert as the company's independent accountants. A motion to ratify such appointment would be in order. I hereby move for ratification of the appointment of Cherry Bekaert, LLP as the independent registered public accountant for the company for the fiscal year ended December 31, 2024.

I second the motion.

At this time, if there are any stockholders in attendance who have not yet voted and wish to do so, please either provide your ballot to James Michael, if you're participating in person or click the button labeled, vote my shares. If you are participating virtually, we will pause for a moment to allow all stockholders this opportunity. [Voting]

We will now hear from the company's Inspector of Elections for the Annual Meeting of Stockholders who will read the preliminary report of the inspector of elections as to each of the matters of which action was taken. This preliminary report reflects only those votes cast by proxy that were received by the company prior to June 14, 2024, and any votes cast today will appear in the final report of the inspector and the permanent records of the company. James, 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. Balbirnie and Mr. Graeme Rein have been elected as members of the Board of Directors to serve until the Annual Meeting of Stockholders to be held in 2025. The advisory vote on compensation has been approved. The advisory vote on whether an advisory vote on executive compensation should be held every 1, 2 or 3 years has been approved for every 3 years. The appointment of Cherry Bekaert LLP as the independent accountants of the company for the fiscal year ending December 31, 2024, has been approved.

Thank you, James. 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 a question for the Board of Directors and executive management of the company, please click ask a question button on your screen. We will pause for a few minutes for questions and answers. There being no questions, our final order of business is to adjourn the meeting formally, after which we will be happy to provide whomever is in personal attendance to a tour of our offices and the opportunity to learn more about the business and ask questions of our directors and officers. A motion to adjourn would be an order. I hereby move that the meeting be adjourned.

I second the motion.

It's been moved and seconded that this meeting 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.

This does conclude today's conference, and you may disconnect at this time. Thank you for your participation.