Ascend Wellness Holdings, Inc. (AAWHU) Earnings Call Transcript & Summary

Hello, and welcome to the 2022 Ascend Wellness Holdings, Inc. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] It is my pleasure to now turn the meeting over to Chair and Chief Executive Officer, Abner Kurtin. Mr. Kurtin, the floor is yours.

Thank you. Good morning, everyone. My name is Abner Kurtin, Chair, Chief Executive Officer and Co-Founder of Ascend Wellness Holdings, Inc. The meeting is now -- I've asked Rebecca Koar, Head of Investor Relations, to act as moderator and to record the minutes of this meeting. It is a pleasure to welcome our shareholders to the annual meeting of Ascend [ Wellness ] in accordance with corporation's bylaws and Delaware law. We will now proceed with the formal business of the meeting as set forth in the notice of annual meeting and proxy statement, a copy of which was mailed on or about March 25, 2022, to all of our stockholders of record at the close of business on March 15, 2022. Shareholders of record on that date are entitled to vote at this meeting. A record of stockholders as of that date is available to shareholders upon request and has been available for inspection by any stockholder during -- for the past 10 days. Rules of conduct for the meeting are available on the meeting log-in screen. Please note that only stockholders who have logged in using their 13-digit control number will be able to vote and ask questions at the meeting. If you have any questions, I would encourage you to please submit them now so they will be in the queue to be answered. If any stockholder wishes to address the Chair during the formal part of the meeting, please do so by submitting your question in writing through the virtual meeting platform via the link provided. Any questions will be answered either during the meeting or after the meeting in due course. The Board of Directors has appointed Rebecca Koar to act as Inspector of Election for this annual meeting, and she will coordinate the tabulation results of the voting with the support of transfer agent at Odyssey Trust Company. The Inspector of the Election will sign the oath of office, which will be filed with the minutes of the meeting. The Inspector of the Election has informed me that of the 238,305,018 shares of common stock entitled to vote at the meeting, 129,152,860 shares are represented by proxy, and therefore, a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, you may do so by casting your ballot through the virtual meeting platform momentarily. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 10:05 a.m. on May 6, 2022. Proposal 1. Our first item of business is the election of directors. At this meeting, we'll be voting on 5 nominees for directors to serve for a term of one year. All as set forth in the proxy statement in accordance with the bylaws, your directors have nominated myself, Abner Kurtin, Joseph Hinrichs, Emily Paxhia, Francis Perullo and Scott Swid to be elected to serve as directors. The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends that the stockholders vote in favor of each of the nominees for director. The second item of business is the appointment of Macias Gini & O'Connell, or MGO, as the corporation's independent registered public accounting firm for the fiscal year ending 2022. The Audit Committee of the Board of Directors appointed MGO as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending 2022. The Board of Directors approved the selection of MGO and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. However, the Board of Directors is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve this selection of MGO as corporation's independent registered public accounting firm, the Board of Directors and Audit Committee will reconsider the appointment. Proposal 3. The third item of business is the adoption of the Corporation's 2021 Stock Incentive Plan. A summary of the 2021 Stock Incentive Plan is set forth in the proxy statement, and a copy of the plan was attached as Appendix A. The Board of Directors unanimously approved and adopted subject to the approval of the stockholders the 2021 Stock Incentive Plan. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. The fourth item of business is the adoption of the corporation's 2021 Employee Stock Purchase Plan. The summary of the 2021 Employee Stock Purchase Plan is set forth in the proxy statement and a copy of which was attached as Appendix B. The Board of Directors unanimously approved and adopted, subject to the approval of the stockholders, the 2021 Employee Stock Purchase Plan. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Closing of the polls. It is now 10:08 a.m. on May 6, 2022. And the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted. I will now be reporting on the preliminary votes -- preliminary results of the voting by proxy. The Inspector of the Election has informed me that with regard to Proposal 1, a plurality of the shares present or represented and entitled to vote has been voted in favor of the election of each person nominated. With regard to Proposal 2, a majority of shares present or represented and entitled to vote have voted in favor of the ratification of MGO as the corporation's independent registered accounting firm for the fiscal year 2022. With regard to Proposal 3, a majority of the shares present or represented and entitled to vote have been voted in favor of the adoption of the corporation's 2021 Stock Incentive Plan. With regard to Proposal 4, a majority of the shares present or represented and entitled to vote have voted in favor of the adoption of the corporation's 2021 Employee Stock Purchase Plan. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any votes recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. Adjournment. There being no other matters for consideration at this meeting, I hereby adjourn this meeting. Thank you.