AudioEye, Inc. (AEYE) Earnings Call Transcript & Summary

Good morning. And welcome to AudioEye, Inc. 2020 Virtual Annual Meeting of Stockholders. I would now like to pass the conference over to Dr. Carr Bettis, Executive Chairman. Please go ahead.

Good morning. I'm Dr. Carr Bettis, Executive Chairman, Chairman of the Board and a Director of AudioEye. On behalf of AudioEye's Board of Directors and officers, I welcome you to the 2020 Annual Meeting of Stockholders, which is now called to order. I will now call on William Gleeson, our General Counsel, to conduct the meeting.

Thank you, Dr. Bettis. Good morning, everyone. Because of the COVID-19 pandemic, we are holding this meeting virtually. Delaware law enables Delaware corporations, such as AudioEye, to hold annual shareholder meetings solely by what is termed remote communication, which includes audio and which is what we're doing today. As a result of using remote communication, stockholders can be deemed present at the meeting, participate in the meeting and vote at the meeting. The polls are now open for voting. If you wish to vote, please follow the instructions on the website you accessed to join the meeting. You may vote at the meeting whether or not you have already voted. You may also use the website to submit questions. Use the text box in the lower left-hand part of the screen. Only questions relating to the 4 proposals set forth in the proxy statement will be addressed, and they will be answered after the proposals to be voted on have been presented and prior to the closing of the polls. The record date for voting was March 24, 2020. 8,875,553 shares of common stock were outstanding as of the record date and are entitled to one vote each. The Series A convertible preferred stock votes as a class with the common stock. As of the record date, the holders of preferred shares are entitled to 298,413 shares. I submit for the company's records affidavits of mailing to stockholders of record of common stock and Series A convertible preferred stock and to brokers and institutions. Copies of the affidavits will be available for inspection and will be placed in the permanent records of the meeting. The Board of Directors has appointed Sean Curley to act as inspector of election. Mr. Curley is in a telephonic attendance at this meeting. Mr. Curley has informed me that more than 50% of the voting power of the company's outstanding stock is represented at this meeting, and as a result, a quorum is present. Mr. Sachin Barot, our Chief Financial Officer, is a person named in the proxy statement to act as a proxy for those who have voted prior to today. He will vote for management's nominees for director and for proposals 2, 3 and 4, with the stipulation that the inspector of election will record against votes, abstentions and broker non-votes contained in the proxies. As stated in the annual notice of meeting, there are 4 proposals to come before the meeting today. The first proposal is the election of directors. Management's 5 nominees for election as directors are: Dr. Carr Bettis, Anthony Coelho, David Moradi, Jamil Tahir and Alexandre Zyngier. The next proposal is the approval on a nonbinding advisory basis of the compensation of the company's named executive officers. The proposal reads: resolved, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the proxy statement for the company's 2020 Annual Meeting of Stockholders, including the compensation tables and narrative discussion, be, and hereby is, approved. The third proposal is the approval of the amendment and restatement of the 2019 Equity Incentive Plan. The proposal reads as follows: an amendment and restatement of the AudioEye, Inc. 2019 Equity Incentive Plan to, among other changes, increase the number of shares of common stock reserved for issuance thereunder by 900,000 shares. The last proposal is the ratification of the appointment of MaloneBailey, LLP as AudioEye's independent registered public accounting firm for the fiscal year ending December 31, 2020. Dr. Bettis, have any applicable questions been submitted concerning any of the 4 proposals?

No.

Okay. The polls are now closed. The polls for voting are now closed. Please excuse me for a second to confer with the inspector of election. I'll be right back. I'll leave about 10 or 15 seconds. The inspector of election has reported to me that the votes have been tabulated and the results are as follows: Dr. Bettis and Messrs. Coelho, Moradi, Tahir and Zyngier are elected as directors of AudioEye to serve until the next Annual Meeting of Stockholders. The resolution asking for approval of the compensation of the company's named executive officers has been adopted. The proposal to amend and restate the AudioEye 2019 Equity Incentive Plan has been adopted. The proposal to ratify the appointment of MaloneBailey as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been adopted. Please note that the inspector of election will furnish a written report for the final vote count for each of these matters and that the final vote count will be reflected in the minutes of the meeting and in the Form 8-K the company will file with the SEC to report the results of this meeting. I direct that the report of the inspector of election be filed with the records of the company. This concludes the corporate business of the annual meeting. And as there is no other business to consider, the annual meeting is adjourned. Thank you.

Thank you very much for attending our meeting today. Thank you.

The meeting has now concluded. Thank you for attending today's presentation, you may now disconnect.