Enthusiast Gaming Holdings Inc. (EGLX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders Enthusiast Gaming Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Nick Brien, the Chief Executive Officer of Enthusiast Gaming Holdings, Inc. The floors is yours.

Thank you. Good morning, ladies and gentlemen. My name is Nick Brien, and I'm the Chief Executive Officer of Enthusiast Gaming Holding, Inc. On behalf of the corporation, I welcome you to this annual general and special meeting of shareholders. We are hosting this annual meeting virtually, so that it is acceptable to our shareholders and proxy holders regardless of physical location and allows them to participate, submit questions and vote. This online meeting is acceptable to registered shareholders, duly appointed proxy holders and guests. However, only registered shareholders and proxy holders are entitled to participate in the meeting, vote and ask questions. I encourage registered shareholders and proxy holders to submit your questions as early as possible, so that we may address them at the right moment during the meeting. Questions should relate to motions being considered as part of the formal business of the meeting. If you have a question, please use the messaging tab feature in the webcast. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting. To do so, click on the circle button beside the answer of your choice for each item being voted on when instructed. You'll see confirmation that your vote has been captured by the answer being highlighted. If you have appointed a proxy holder and do not wish to change your voting instructions, then you do not need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Voting on all resolutions will be open at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on all resolutions prior to casting your vote. Once discussion on all items of business has been concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. After my introductory remarks, we will proceed through the regular and special items of business, namely the receipt of financial statements, setting the number of directors of the corporation, election of directors, appointment of auditors and matters relating to the corporation's stock option plan and share unit plan. Before we proceed with the formal business of today's meeting, I'd like to introduce the members of management of Enthusiast who have joined us online today, being Alex McDonald, Chief Financial Officer; and JB Elliott, the SVP, Legal and General Counsel. In accordance with the articles of the corporation, I will preside as Chair of this meeting. I will appoint JB Elliott, General Counsel of the Corporation, to act as the secretary for the meeting. I appoint Computershare Investor Services, Inc. to act as scrutineer for the meeting. The secretary has been advised that the notice calling this meeting and related management information circular and former proxy were mailed by June 8, 2023, to, among others, all shareholders of record as of May 25, 2023. The affidavit of mailing will be available for inspection by any shareholder. I would ask that the secondary file a copy of such affidavit with the minutes of today's meeting. A quorum of shareholders at this meeting consists of 1 or more persons present in person or by proxy. I have been advised by the scrutineer that there are 310 shareholders present today, either in person or by proxy, representing 54,372,110 shares, which is approximately 35.83% of the issued and outstanding shares of enthusiasts. Accordingly, we have a quorum present. I would ask that the secretary file a copy of the scrutineer's report with the minutes of today's meeting. I would also note that under applicable corporate law and the articles of the corporation, the corporation is permitted to hold this meeting by the electronic means that we are using today. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, Alex MacDonald, the Chief Financial Officer of the Corporation and the shareholder of the corporation, will move all motions. This is not intended in any way to curtail discussion. Each item of business to be considered today requires that a majority of the votes cast to be voted in favor in order for the resolution to pass. The first item of business is the presentation of the audited financial statements of the corporation for the year ended December 31, 2022, together with the report of the auditors thereon. These financial statements were previously filed on the corporation's website and SEDAR, and I now place them before the shareholders. Are there any questions on the financial statements or the auditor's report?

No, we have not received any questions on this item.

Thank you. I declare that the audited financial statements of the corporation for the year ended December 31, 2022, together with the report of the auditors thereon have been presented and received. The voting is now open for all resolutions, and we invite shareholders and proxy holders to submit their vote if they have or not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change 1 or more of your votes. The first item of business to be voted upon is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at 7. I now ask for a motion that the number of directors to be elected, be fixed at 7.

I move that the number of directors to be elected at this meeting be fixed at 7 members.

Thank you. We will now address any questions or comments from shareholders or proxy holders that are directly related to fixing the numbers of directors. Have any questions come in?

No, we have not received any questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. We will now move to the election of directors. Information about each nominee is included in the management information circular. I confirm that all nominees are eligible for election. The nominees are John Albright, Michael Beckerman, Adrian Montgomery, Scott Michael O'Neil, David Goldhill, Janny Lee and myself, Nick Brien. I now ask for a motion that each of the nominees be elected to serve as a director.

I move that each of the 7 persons nominated be elected as a director of the corporation to hold office until the close of the next Annual Meeting of Shareholders of the corporation or until their successor is duly elected or appointed.

Thank you. We will now address any questions or comments from shareholders or proxy holders that are directly related to the election of directors. Have any questions, I'm in.

No, we have not received any questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. The next item of business is the reappointment of the auditor. I now ask for a motion on this matter.

I move that KPMG LLP be reappointed the auditor of the corporation to hold office until the next Annual Meeting of Shareholders of the corporation and that the directors be authorized to fix their remuneration.

Thank you. We will now address any questions or comments from shareholders or proxy holders that are directly related to the reappointment of the auditor. Have any questions come in?

No, we have not received any questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. The next item of business is the approval of the stock option plan resolution as outlined in the management information circular. I will now ask for a motion on this matter.

I move that the stock option plan resolution, as outlined in the management information circular, be approved.

Thank you. We will now address any questions or comments from shareholders or proxy holders that are directly related to the stock option plan resolution. Have any questions come in?

No, we have not received any questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. The next item of business is the approval of a share unit plan resolution as outlined in the management information circular for this meeting. I now ask for a motion on this matter.

I move that the share unit plan resolution, as outlined in the management information circular, be approved.

Thank you. We will now address any questions or comments from shareholders or proxy holders that are directly related to the share unit plan resolution. Have any questions come in?

No, we have not received any questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. We will be closing the polls shortly. For those of you who have not voted on all of the resolutions, please do so now. I now instruct Computershare to close the polls on all resolutions. As we have now dealt with all the business items on the agenda, I declare voting on all matters closed. I understand that the scrutineer has a preliminary tabulation of votes cast in respect of each of the items of business before the meeting. The preliminary results with respect to fixing the number of directors at 7 are 96.73%, voted in favor of fixing the number of directors for the ensuing year at 7. As a result, I declare that the number of directors for the ensuing year is set at 7. The preliminary results with respect to the election of directors are a majority of the votes cast were voted in favor of the 7 nominees with each nominee receiving in excess of at least 64.82% in favor. As a result, I declare that the 7 director nominees have been duly elected. The preliminary result with respect to the appointment of the auditor is 99.12% voted in favor of the reappointment of KPMG LLP. As a result, I declare that KPMG LLP has been duly reappointed as the auditor of the corporation and that the directors are authorized to fix their remuneration. The preliminary result with respect to the approval of the stock option plan resolution is 74.97% voted in favor of the stock option plan resolution. As a result, I declare that the stock option plan resolution has been approved. The preliminary result with respect to the approval of a share unit plan resolution is 87.25% voted in favor of the share unit plan resolution. As a result, I declare that the share unit plan resolution has been approved. The final results of today's vote will be posted later today on SEDAR. That concludes the formal business of this meeting of shareholders. I now declare the meeting terminated. Thank you.

This concludes the meeting. You may now disconnect.