Consolidated Water Co. Ltd. (CWCO) Earnings Call Transcript & Summary

Good afternoon. My name is Rick McTaggart. I'm the President and Chief Executive Officer of Consolidated Water, and I will act as the chair of this annual general meeting. It's my pleasure to welcome you all here today. Will Pergande, our Chairman of the Board, offers his apologies and is unable to attend today's meeting because of a death in his family. So our thoughts are with Will today. I'd like to start the meeting -- the 2021 Annual General Meeting by thanking you, our shareholders, for your ongoing support and commitment to the company. Similar to last year, we are holding this meeting virtually so we can continue to do our part to limit the spread of COVID-19. Before proceeding to the business of the meeting, I would like to make several introductions and announcements. I'd like to introduce our Board of Directors: Ms. Linda Beidler-D'Aguilar; Mr. Brian Butler; Mr. Carson Ebanks, Mr. Richard Finlay, Mr. Clarence Flowers, Mr. Leonard Sokolow; Mr. Raymond Whittaker; and of course, Will Pergande, who's not in attendance today. Our executive officers joining us today in addition to myself are Mr. David Sasnett, our Executive Vice President and Chief Financial Officer; Mr. Ramjeet Jerrybandan, Executive Vice President, Chief Operating Officer and Company Secretary; Mr. John Tonner, Executive Vice President and Chief Commercial Officer; Mr. Douglas Vizzini, Vice President of Finance and Assistant Company Secretary. I would also like to introduce and welcome our outside counsel from the law firm of Duane Morris, Mr. Driscoll Ugarte, and our independent auditors from our independent registered public accounting firm of Marcum LLP, Ms. Shivanni Narain. As noted in the agenda for the meeting, we will first address our official business of reviewing and voting on the proposals set forth in the proxy materials. Several of our executive officers and our independent auditors will be available during the question-and-answer session to respond to appropriate questions. We will now act on only formal matters before us. Now I ask Mr. Ugarte to establish that the meeting has been duly called.

Thank you, Mr. McTaggart. The Board fixed March 25, 2021, as the record date for determining shareholders entitled to vote at this annual general meeting. I have an Affidavit from Broadridge Financial Solutions, attesting to the fact that the notice of Internet availability of proxy materials was mailed to shareholders of record beginning on April 13, 2021.

I direct that such affidavit be filed with the records of this meeting. Mr. Ugarte has been appointed as the inspector for this meeting. Mr. Ugarte, have you taken and signed an Oath to faithfully execute your duties at this meeting with strict impartiality and according to the best of your ability?

I have.

I call on the inspector now to report: number one, the number of shares outstanding on the record date; two, the number of shares represented in person and by proxy; three, whether a quorum is present; and four, the voting power of each share.

Of the 15,199,793 total ordinary shares and redeemable preference shares issued in an outstanding on March 25, 2021, the record date, 11,194,377 shares, constituting a quorum, are present either in person or by proxy. Each share is entitled to 1 vote with respect to each matter to be acted upon at this meeting.

Thank you, Driscoll. Since the meeting was duly called and a quorum is present, the 2021 Annual General Meeting is now called to order. The proxy statement the 2020 annual report on Form 10-K that includes the financial statements for the year ended December 31, 2020. The shareholders' list the rules of conduct and procedures for this meeting and the agenda for the meeting have been posted to the meeting site for inspection. Business of this meeting is limited to the 3 management proposals included in the proxy statement. I would like to express my appreciation to all shareholders who returned their proxies. The polls for shareholder voting are now open. Shareholders may vote from now until the polls are closed following any discussion regarding the third and final proposal. As attendance at the meeting automatically revokes previously submitted proxies, any shareholder attending the meeting will need to vote their shares at this time in order for such votes to be counted. Any shareholder who wishes to vote may now do so by clicking on the Voting button on the web portal and following the instructions there. Any votes submitted during the meeting is not included in the results that will be reported today, but will be tabulated and included in the final results. So we may now proceed with the first proposal, the election of 3 directors, I demand a poll.

I, David Sasnett, a shareholder of record, move to elect Mr. Wilmer Pergande, Mr. Leonard Sokolow; and Mr. Raymond Whittaker as Directors to serve until the 2024 Annual General Meeting of shareholders and until their respective successors shall have been duly elected and qualified.

I, Douglas Vizzini, a shareholder of record, second the motion.

We will pause to entertain any discussion regarding the first proposal at this time. If you are a shareholder and have a question regarding proposal one, please enter it in the question box on the web portal or use the telephone number displayed on the web portal and hit Star 1 to be entered into the question queue. You will then remain on hold until your line has been unmuted. Out of consideration for others, please limit yourself to 2 questions. Please note that this meeting is being recorded.

There are no questions at this time.

Okay. We may now proceed with the second proposal and advisory vote on executive compensation. I demand a poll. Lenny?

I, Doug Vizzini, a shareholder of record move to approve the compensation of the named executive officers as described in the proxy statement.

I'm John Tonner, a shareholder of record, second the motion.

We will pause to entertain any discussion regarding the second proposal. And as a reminder, if you are a shareholder and have a question regarding proposal two, please enter it in the question box on the web portal or use the telephone number displayed on the web portal and hit Star One to be entered in the question queue. You will then remain on hold until your line has been unmuted. So we'll just pause briefly to see if there's any questions on proposal 2.

There are no questions.

All right. Thank you. We may now proceed with the third and final proposal submitted for approval in the proxy statement to ratify the appointment, by the Board of Directors, of the firm of Marcum LLP as the independent registered public accounting firm for the company for the year ending December 31, 2021. And I demand a poll?

I, David Sasnett, a shareholder of record, move to ratify the appointment by the Board of Directors of the firm of Marcum LLP as the end of the registered public accounting firm for the company for the year ended December 31, 2021.

I, Douglas Vizzini, a shareholder of record, second the motion.

We will pause to entertain any discussion regarding the third and final proposal at this time. As a reminder, if you're a shareholder and have a question regarding proposal three, please enter it in the question box on the web portal or use the telephone number displayed on the web portal and hit Star One to be entered into the question queue. You will then remain on hold until your line has been unmuted.

Okay. There are no questions.

Great. Based on the proxies received prior to today's meeting, the persons nominated for director under the proposal one have been duly elected by a plurality vote. And each of proposals 2 and 3 carry by a majority of the shares represented in person or by proxy at the meeting. We will publicly announce the final results on or before May 28, 2021, through the filing of a current report on Form 8-K with the Securities and Exchange Commission. I declare the polls closed. The ballots and proxies will be counted by and held in the possession of the inspector. Mr. Ugarte, would you submit a written report of your findings to the company?

Yes, I will.

Okay. Thank you. I will entertain a motion to adjourn this meeting.

I, David Sasnett, shareholder of record, move to adjourn the meeting.

I, Douglas Vizzini, a shareholder of record, second the motion.

All in favor, say I.

I.

I.

I.

I.

Anybody opposed the adjournment? The motion is carried and the meeting is terminated. That concludes the formal portion of this meeting. So we've come to the part of the meeting providing for general questions and discussion. If you are a shareholder and have a question, please enter it in the question box on the web portal or use the telephone number displayed on the web portal and hit Star One to be entered into the question queue. You will then remain on hold until your line has been unmuted. So we'll pause to see if there's any questions.

There are no questions.

Okay. As there are no questions to be addressed, I, again, would like to express my sincere appreciation to the shareholders who joined us for this virtual meeting as well as those who submitted their proxies. We look forward to hopefully seeing all of you at some time in the near future and certainly not online. Have a good day, everybody. Thank you.