EMERGE Commerce Ltd. (ECOM) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual Meeting of -- Annual and Special Meeting of Emerge Commerce. Please note this meeting is being recorded. I would like to introduce Ghassan Halazon, Chair of the meeting. Mr. Ghassan, please go ahead.

Thank you. Hello, everyone. I now call the meeting to order. I am Ghassan Halazon, Chief Executive Officer, President and the Director of the company. And in accordance with the bylaws of the company, I will act as Chair of this Annual General Meeting. We are pleased to host the meeting through TSX Trust Company's Virtual meeting platform, accessible to all our shareholders regardless of physical location to participate, submit questions and vote. Jonathan Leong, CFO at Emerge, is present, and I appoint him to act as Recording Secretary of the meeting. Ms. [ Amy Kam ] of TSX Trust Company is present, and I appoint her as scrutineer. The notice calling this meeting was mailed to the shareholders in accordance with the requirements of the company's articles, the Ontario Business Corporations Act and applicable securities law. I have the declaration as to such mailing, which is available for inspection by any shareholder. In view of this, I will dispense with calling for a reading of the notice and will append the declaration as to mailing as schedules to the minutes of this meeting. I have the scrutineers' preliminary written report on attendance and quorum for the meeting has been met. The notice of the meeting having been given as required by the bylaws, the Ontario Business Corporations Act and applicable securities laws and the quorum being present, I declare this meeting to be duly constituted by the transaction of business. In order to complete the formal business of meeting as quickly as possible, I, as Chair of the meeting will make each motion relating to the matters set forth in the notice of this meeting. Under the bylaws of the company, any shareholder who is entitled to vote and who is present in person or by proxy may require a poll or as Chair, I may declare that a poll by ballot to be taken on any or all of the resolutions. We will conduct the votes on the matters before us by a poll. On a poll, each registered shareholder or their duly appointed proxy holders entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time. Click the voting button on the left menu on your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait after conclusion of discussion on each resolution prior to casting your vote. Please feel free to submit your questions in respect of any motion at any time until polls are closed. In the interest of time, we will proceed with the reading of all resolutions and address questions at the end after all the resolutions have been read. [Operator Instructions] Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be promptly disclosed by a news release and will also be available on our website. We will run through each of the items of the agenda in turn, responding to questions if any with respect to the resolutions at the end or before voting is closed. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the voting button in order to cast your votes. If you have already submitted your votes in advance and do not wish to change your vote, you do not need to take further action. The audited financial statements of the company for the financial year ended December 31, 2021, with the auditor's report thereon, were previously mailed to shareholders that requested them by completing a request for financial statements form. Copies of these financial statements are also available for review on SEDAR, which will now be presented as the first item of business. I will consider the annual financial statements that have been presented and received. The second item of business is to fix the number of directors at 6 and to elect 6 directors for the ensuing year. In order to complete the formal business of the meeting as quickly as possible, I as Chair of the meeting will make each motion relating to the matters set forth in the notice of this meeting. I now move that the shareholders authorized the number of directors be fixed at 6. If you have not done so already, please feel free to cast your vote now or wait until conclusion of discussion on all resolutions prior to casting your vote. I now nominate Drew Green, Ghassan Halazon, Kia Besharat, John Kim, Jonson Sun and Ian McKinnon as director to serve until the company's next Annual General Meeting or until their successors are elected or appointed. These persons are management's nominees for election as described in the information circular for this meeting dated May 16, 2022, which was sent to shareholders. As the directors have not received notice in accordance with the bylaws of any other nominations, I declare nominations closed. To streamline the voting process, we will elect each individual director through 1 omnibus resolution. I now move that the 6 persons who are nominated for election as directors be elected directors of the company to hold the office until the next Annual General Meeting or until their successors are elected or appointed. If you have not done so already, please see me the cast to vote now or wait until conclusion of discussion on all resolutions prior to casting your vote. [Operator Instructions] The next item of business is the appointment of the auditor for the ensuing year. Management of the company has nominated MNP -- sorry, nominated MNP LLP chartered professional accountants to serve as auditor of the company. I move that MNP LLP chartered professional accountants be appointed as the auditor of the company to hold office under the next Annual General Meeting of Shareholders and that the directors of the company be authorized to fix the auditors' remuneration. If you have not done so already, please feel free to cast your vote now or wait until the conclusion of discussion on all resolutions prior to casting your vote. The final item of business is to pass an ordinary resolution ratifying and improving the company's new equity incentive plan as described on Pages 9 through 17 of the information circular. Pursuant to Section 4.11 of current TSX Venture exchange policy 4.4, security-based compensation as the company's equity incentive plan has the appropriate limits to the issuance of security-based compensation to certain types of eligible persons set in place. This interested shareholder approval is no longer required to pass this resolution. I move that the ordinary resolution ratifying and approving the company's equity incentive plan in the form of resolution set forth on Page 24 of the information circular for this meeting be passed. If you have not done so already, please feel free to cast your vote now or wait until conclusion of discussion on all resolutions prior to casting your vote. With this, all the motions have been read. We will now proceed to add -- to address questions. Seeing that there are no questions, this concludes includes all discussions on the resolution. I now kindly ask that you please complete your voting for each motion. I'll be closing the polls shortly. For those of you who have not voted on all of the resolutions, please do so now, and I will shortly close the poll. It is now -- it is now 4:09 p.m. Eastern Time, and I will close the polls on all resolutions at 4:10 p.m. [Voting]

The polls are now closed. Based on the preliminary report I have received from the scrutineer, I declare all resolutions carried. As there is no other formal business coming before this meeting, I declare the polls are now close, declare all resolutions carried and the formal portion of the meeting to be concluded. At this time, I would like to introduce and welcome Emerge's Chairman, Drew Green, to say a few words to our shareholders.

Thank you, Ghassan. Just checking that you can hear me okay?

We sure can. Go ahead.

Yes, I just really appreciate you running through such a succinct meeting. and getting the business of today completed. Just I think I really want to thank you, management and my fellow directors for all the hard work this past year. It's been a phenomenal journey that we've had these last 5 years and a lot of hard work has been done to get the company in the position that it's in now with many exciting things ahead of us. So -- thank you to you. Thank you to management, and thank you to our fellow directors as well as our shareholders. Back to you, Ghassan.

Likewise, thank you very much, Drew. Since our last AGM, we have made tremendous strides in scaling our business. And as we begin to graduate it from a marginally profitable business to a meaningfully profitable one with a diversified portfolio of quality e-commerce brands, we plan to execute operational rigor for the balance of 2022 and beyond, particularly in the face of this challenging macro planning. To wrap up, I would like to sincerely thank our entire team across North America, our Board of directors and of course, you, our valued shareholders, for your continued partnership and support. Thank you, everyone, and have a good day.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.