Charles & Colvard, Ltd. (CTHR) Earnings Call Transcript & Summary

Hello, and welcome to the Charles & Colvard 2025 Annual Meeting of Shareholders. Please note that this meeting is being recorded. [Operator Instructions]

Good morning, everyone. Welcome to the 2025 Annual Meeting of Shareholders of Charles & Colvard. I'm James Tu, Executive Chairman of the Board of Directors of Charles & Colvard, and I'm pleased to welcome you here today. Our annual meeting is being held both virtually and in person. The meeting is now called to order. If you are attending the meeting in person and have any legal proxies or ballots, please raise your hand and one of our staff will collect them so that we may proceed in tabulating the results. I would like to take a couple of minutes to recognize some individuals at the meeting. First, present via teleconference is Craig Colosso of Equiniti, who has been appointed to serve as the voting inspector for this meeting. Mr. Colosso is a Senior Relationship Manager at Equiniti, transfer agent for the company's common stock. At the head table are members of the Charles & Colvard executive team, Don O'Connell, President and CEO; Clint J. Pete, CFO; and Maria Flanagan, the company's Corporate Secretary. In addition to Don and myself, present today are current Board members who have agreed to be nominated for another year, Ruten Bhanderi, Anne Butler and Neal Goldman. I have a few announcements as to how this meeting will proceed. First, for those of you attending in person as you entered the meeting today, you should have received an agenda, which provides the order of business that will be followed during the meeting. For those attending the meeting virtually, the agenda is located in the documents tab along the left side of your screen. Click on the document name to view it. The company has adopted certain annual meeting procedures to ensure a successful and orderly meeting. Copies of these procedures are available from Maria Flanagan for any in-person shareholders who wish to review them. For those shareholders attending the meeting virtually, these procedures are available in the documents tab located along the left side of your screen. Click on the document name to view it. Shareholders who are attending the meeting in person who have legal proxies and intend to vote but have not yet voted or shareholders who wish to change their votes, please raise your hand and one of your staff will take your legal proxy and provide you with a ballot. If you have already voted your shares and do not wish to change your vote, no action is required at this time. Now Maria Flanagan, as Secretary of the company, will give a quorum report. Then we will proceed with the formal business of the meeting and present the proposal to be voted on today's meeting.

I have been advised by the voting inspector that pursuant to an order of the North Carolina Business Court, the number of shares represented by shareholders who appear at the 2025 Annual Meeting of Shareholders in person or by proxy will represent a quorum. Therefore, I hereby declare a quorum present at the meeting and declare that the business of the meeting may proceed. Today, we will be voting on the 1 proposal that is described in the Notice of Annual Meeting of Shareholders. The proposal concerns the election of directors. The nominees set forth in the notice are company nominees Ruten Bhanderi, Anne M. Butler, Neal I. Goldman, Don O'Connell and James Tu and shareholder nominees, Duke Pam, Benjamin O. Franklin IV, Michael R. Levin and Lloyd M. Sems. Are there any questions? Please remember, shareholder comments are limited to 5 minutes and must be on point and professional. James, there are no questions at this time.

Thank you, Maria. I now turn to Item 5 on the agenda, the balloting and tallying of votes. To ensure an impartial vote tabulation, our voting inspector has taken the oath of office. For those shareholders attending the meeting in person, as you finish your voting, please raise your hand and your legal proxies and ballots will be collected by our staff and submitted to the voting inspector. For those shareholders attending the meeting virtually who have obtained a legal proxy in advance or who have voted and wish to change their vote, you may do so by clicking the proxy voting site link on the left side of your screen and using the control number provided to you by Equiniti in order to vote your shares. Is there anyone else attending the meeting in person who is in the process of voting and needs a few more minutes? Maria?

There are no additional ballots to be collected in person.

There being no further ballots to collect, I hereby declare that the period for voting Maria Flanagan to read the voting inspector's preliminary report on the voting.

Thank you, James. The voting inspector has advised me that he will need additional time to validate the legal proxies received and tally the votes. Furthermore, as you may know, there is an ongoing legal challenge to certain votes. Due to the manual nature of the process to review votes submitted today and because of the pending legal challenge, the company cannot report results today, but will report the outcome of disclosure in a Form 8-K as soon as practical.

Thank you, Maria. I want to thank each of you for attending today's annual meeting and for the interest you have shown in Charles & Colvard. There being no further business to come before this meeting, I will entertain a motion to adjourn.

I move the meeting be adjourned.

So moved. Is there a second?

I second the motion to adjourn.

Those in favor indicate by saying aye. Those opposed, indicate by saying nay. The meeting is now adjourned. Again, thank you for all -- thank you all for coming.