Cresco Labs Inc. (CL) Earnings Call Transcript & Summary

Thank you for standing by. This is the meeting operator. Welcome to the Cresco Labs' Annual and Special Shareholders Meeting. [Operator Instructions] The meeting is being recorded. [Operator Instructions] I would now like to turn the meeting over to Tom Manning, Chairman of the Board of Cresco Labs. Please go ahead.

Good morning. I now call this meeting to order. Welcome to the Annual and Special Meeting of Shareholders of Cresco Labs, Inc, herein after referred to as the Corporation. My name is Thomas Manning, Executive Chairman of the Board. Today, I am acting as Chair of the meeting. At this meeting -- as this meeting is being held virtually via webcast, it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual Lumi interface. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. For the purposes of the meeting today, voting on all matters will be conducted by electronic poll through the Lumi platform. The polls are now open for all resolutions at this time and all registered shareholders and duly appointed proxy holders, who have properly logged in with their control numbers, should be able to see on their screen all motions that will be brought forth at this meeting. If you are a registered shareholder or a duly appointed proxy holder, and you have already voted and do not wish to change your vote, please do not vote again. By voting again, you will revoke any previous vote made prior to the voting cutoff. You may record your vote at any time throughout the course of the meeting until the reading of the final item of business, after which point, the polls will be closed. Once the polls are closed, the voting page will disappear, and you will no longer be able to change your votes. Your votes will then be automatically submitted. John Schetz, General Counsel to the Corporation, will serve as Secretary of the meeting. Jennifer Villareal of Odyssey Trust Company, the Corporation's registrar and transfer agent, will serve as scrutineer of the meeting. In order for the meeting to cover all of the business for which it was convened within a reasonable period of time, we have prearranged with certain persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. I would ask that general questions and comments on the current activities of the Corporation and other discussions unrelated to the specific matters to be voted on at this meeting, be reserved until the formal business portion of the meeting is concluded. There will be ample opportunity after the formal business portion of the meeting to raise any questions, concerns or comments you may have. Management will also be available to answer questions after the meeting. Notice of this meeting was published and the notice calling the meeting and the related Management Information Circular dated June 3, 2022, and proxy forms were mailed to shareholders of record as of June 15, 2022. I have received a statutory declaration attesting to the publication of the materials and to the mailing of the materials. I direct the secretary to attach the declaration to the minutes of the meeting. The scrutineer's report is complete and a quorum is present. I therefore declare this meeting to be properly constituted for the transaction of business. I now refer you to the audited consolidated financial statements of the Corporation as of December 31, 2021 and 2020, together with the report of the auditor thereon. Electronic copies of the financial statements and auditor's report were accessible on SEDAR at www.sedar.com and also on the Corporation's website at www.investors.crescolabs.com, in line with the instructions provided on the notice of Annual and Special Meeting of Shareholders mailed to each shareholder and as such, have been placed before the shareholders of the Corporation. If any shareholder has any questions or comments regarding the financials, we would be pleased to address them during the question-and-answer period at the conclusion of the meeting. We will now proceed to fix the number of directors of the corporation at 11. I will now ask someone to please move to fix the number of directors at 11.

Mr. Chair, I so move.

I second the motion. The polls are open and all registered shareholders and duly appointed proxy holders may enter their votes through the Lumi platform. We will now proceed with the election of the Directors. I would ask someone to nominate those persons, whose names appear as nominee Directors in the Management Information Circular dated June 3, 2022.

This is Charles Bachtell. Mr. Chair, I nominate the following for election as Directors. Charles Bachtell, Robert M. Sampson, John R. Walter, Gerald F. Corcoran, Thomas J. Manning, Randy D. Podolsky, Marc Lustig, Michele Roberts, Carol Vallone, Tarik Brooks, and Sidney Dillard.

I second the nominations. As there were no other nominations pursuant to the advance notice policy of the Corporation, may I please have a motion to elect the Directors.

This is Charles Bachtell. I move that the persons nominated be elected as Directors of the Corporation to hold such office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed.

I second the motion. The polls remain open. Please enter your votes through the Lumi platform. The next item of business is the appointment of the independent auditor of the Corporation for the ensuing year and the authorization of the Directors of the Corporation to fix the remuneration for such auditor. Would someone please move the adoption of a resolution appointing Marcum LLP as independent auditor of the Corporation until the close of the next Annual Meeting of Shareholders or until its successor is appointed and authorizing the Board of Directors to fix the independent auditor's remuneration during this period.

This is Charles Bachtell. I so move.

I second the motion. The polls remain open. Please enter your votes through the Lumi platform. The next item of business is, to consider and if deemed advisable, to pass a special resolution hereafter referred to as the amendment resolution, to amend the articles of the Corporation such that following any future listing of the subordinate voting shares on the United States National Securities Exchange, the Corporation may not issue any new super voting shares, any super voting shares repurchased by the Corporation must be canceled and may not be reissued, and at the time that there are no super voting shares outstanding, the Corporation may take such appropriate action without the need for shareholder action or approval, as may be necessary to remove the super voting shares from the Corporation's authorized share structure. In order to be effective, the amendment resolution must be approved by not less than 2/3 of the votes cast thereon by shareholders, who are present at the meeting or represented by proxy. I will now ask someone to move to adopt the amendment resolution as set out in full in the Management Information Circular dated June 3, 2022, and to dispense with the reading of the resolution.

This is Charles Bachtell. I so move.

I second the motion. The polls remain open and will be closed after this motion. If you have not already done so, please enter your votes through the Lumi platform. At this point, all registered shareholders and duly appointed proxy holders should have submitted their votes on all motions brought forth at this meeting. If you have not already voted, please complete the electronic ballot on Lumi now. We will give you 1 more minute. [Voting]

I would now ask that the polls be closed. The polls are now closed. Is there any other business which may be properly brought before the meeting? Are there any questions? As there is no additional business, I ask for a motion to conclude the formal part of this meeting.

This is Charles Bachtell. I so move.

I second the motion. I declare the motion carried and the formal part of the meeting ended.