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

Good morning, everyone. My name is Sam Brill, Chief Executive Officer of Ascend Wellness Holdings. The meeting is now called to order. I've asked Dan Shapiro, Executive Vice President, Legal & Compliance and Corporate Secretary, to act as moderator and to record the minutes of this meeting. It's a pleasure to welcome our stockholders to the Annual Meeting of Ascend Wellness Holdings. I'd also like to acknowledge and welcome the presence of our Board of Directors. This meeting is being held in accordance with our 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. The mailing of which commenced on or about March 21, 2025, to stockholders of record at the closing of business on March 10, 2025. Stockholders of record on that date are entitled to vote at this meeting. A record of stockholders as of the date is available to stockholders upon request and has been available for inspection by stockholders 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 12-digit control number will be able to vote at this meeting. The Board of Directors has appointed Paul Bedard to act as Inspector of Election for this annual meeting. He will coordinate the tabulation results of the voting with the support of the transfer agent at Odyssey Trust Company. The Inspector of Election will sign the oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has informed me that of the of the 269,561,879 shares of common stock entitled to vote at this meeting, a majority of the shares are represented by proxy and therefore, a quorum is present. We may now proceed with the -- 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 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 vote to the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 11:04 a.m. on April 30, 2025. Proposal 1. Our first item of business is the election of directors. At this meeting, we'll be voting on 6 nominees for director to serve a 1-year term as set forth in the proxy statement. In accordance with the bylaws, the directors have nominated myself, Abner Kurtin, Scott Swid, Josh Gold, Francis Perullo and Julie Francis to be elected to serve as directors. The corporation's bylaws require that a stockholder provide advanced notice to the company 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. Proposal 2, the second item of business is the ratification of the appointment of Withum, Smith & Brown, P.C. or Withum as the corporation's independent registered public accounting firm for the fiscal year ending 2025. The Audit Committee of the Board of Directors appointed Withum as a corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year end 2025. The Board of Directors has approved the selection of Withum 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 the selection of Withum, the Board of Directors and the Audit Committee will reconsider the appointment. It is now 11:06 a.m. on April 30, 2025, and the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no change or revocations will be accepted. I'll now report the preliminary results of the voting by proxy. The Inspector of Election has informed me that with regard to Proposal 1, a majority of the shares entitled to vote has been voted in favor of the election of each of the persons nominated. With regard to proposal 2, majority of the shares entitled to vote has been voted in favor of the ratification of Withum as the corporation's independent registered accounting firm for the fiscal year ending 2025. 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 on our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the meeting.