CV Sciences, Inc. (CVSI) Earnings Call Transcript & Summary

Greetings, and welcome to the CV Sciences 2025 Annual Shareholder Meeting. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, CV Sciences' Chief Executive Officer, Joseph Dowling; Thank you sir, you may begin.

Good morning. I am Joseph Dowling, Chief Executive Officer of CV Sciences. I am pleased to welcome you to the CV Sciences 2025 Annual Meeting of Stockholders. Before I call the meeting to order, I'd like to introduce the members of the Board of Directors who are with us today. The members of the Board are: Dr. Jamie Corroon; Mr. Bill McCorkle; and me, Joseph Dowling. Joerg Grasser, our CFO, will act as Secretary of the meeting and Inspector of Elections. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

I have at this meeting a complete list of stockholders of record of [Audio Gap] 2025, the record date for this meeting fixed by the Board for determining the shareholders entitled to vote at this meeting. I also have an affidavit certifying that the notices of Internet availability of proxy materials for the Annual Meeting were deposited in the United States mail to all stockholders of record or by designated company authorization through traditional bank and broker searching referred to as beneficial owners, and all material requested by broker intermediaries were counted and set for distribution, including spoilage on or about April 17, 2025.

Thank you. At this time, I am appointing Mr. Grasser to act as Inspector of Election at this meeting. Mr. Grasser has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters present at this meeting, accept their votes and, when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

I have been informed the proxies have been received were 100,682,501 of the 184,263,663 shares of common stock outstanding on the record date, which represents approximately 54.6% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

On the basis of Mr. Grasser's report, the meeting is duly convened. We will now proceed with the formal business of this meeting. As stated in the notice, there are 4 proposals to be considered by the stockholders at this meeting, of which 4 of the 5 proposals are stated in the notice, and the final, fifth proposal, is to consider and act upon such other business as may properly be brought before this meeting or any adjournments or postponements thereof. No additional business or proposal has been proposed. The first item of business is the election of 3 directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to prior death, resignation or removal. The nominees for directors are: Dr. Jamie Corroon; Bill McCorkle; and Joseph Dowling. I declare the nominations for directors closed. The second item of business is the ratification of the selection by the company's Board of Directors of Haskell & White LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The third item of business is to approve on a nonbinding advisory basis the executive officer compensation program for the company's named executive officers, Mr. Joseph Dowling; and Mr. Joerg Grasser. The fourth item of business is to approve on a nonbinding advisory basis the frequency of the stockholder advisory vote to approve named executive officers' compensation. The Secretary will now describe the voting procedures.

Voting is by proxy only. Stockholders are able to cast their votes using the methods set forth on the notice and/or proxy card received in the mail. There is no voting during this virtual meeting. Each share of common stock is entitled to 1 vote. The time is now 9:06 a.m. and the polls on a closed for voting.

May we have the preliminary results of the voting?

The report of the Inspector of Election covering the proposals presented at this meeting is as follows: Dr. Jamie Corroon; Bill McCorkle; Joseph Dowling has been elected as directors of the company by the stockholders. The appointment of Haskell & White LLP as independent auditors for the fiscal year ending December 31, 2025, has been ratified. The company's executive officer compensation program presented for stockholder approval on a nonbinding advisory basis has been approved. The frequency of stockholder advisory vote to approve named executive officers is every 2 years.

A full tally of the votes received will be published in our current report on Form 8-K, which will be filed with the Securities and Exchange Commission on or before June 5, 2025. We will now move to adjourn the meeting. I would like to thank all of you attending our annual meeting and for being a supporter of CV Sciences and our great products. We look forward to speaking with you again soon. If you have any questions, please submit your questions via the Q&A button during this virtual meeting or contact us at [email protected], and we are happy to schedule a follow-up communication with you. This concludes the formal portion of the meeting, and the meeting is adjourned.