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

Hello, and welcome to the Annual Meeting of Shareholders of Enthusiast Gaming Holdings Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and to the corporation that you first obtained all the required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Adrian Montgomery, Chairman and Interim Chief Executive Officer of the company. The floor is yours.

Thank you, and good afternoon, ladies and gentlemen. My name is Adrian Montgomery, and I am the Chairman and Interim Chief Executive Officer of Enthusiast Gaming Holdings Inc. On behalf of the corporation, I welcome you to this Annual General Meeting of Shareholders. We are hosting this year's annual meeting virtually so that it is accessible to our shareholders and proxy holders regardless of physical location and allows them to participate, submit questions and vote. This online meeting is accessible 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 on 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 will 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 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 and appointment of auditors. Before we proceed with the formal business of today's meeting, I would like to introduce the members of management of Enthusiast who have joined us online today being Felicia DellaFortuna, Chief Financial Officer; and JB Elliott, Chief Strategy Officer and General Counsel. In accordance with the articles of the corporation, I will preside as Chair of this meeting. I 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 Form of Proxy were mailed by August 27, 2024 to, among others, all shareholders of record as of August 13, 2024. The affidavit of mailing will be available for inspection by any shareholder. I would ask that the secretary file a copy of such affidavit with the minutes of today's meeting. Quorum of shareholders for this meeting consists of one or more persons present in person or by proxy. I have been advised by the scrutineer that there are 144 shareholders present today, either in person or by proxy representing [ 7,730,072 ] shares, which is approximately 4.96% of the issued and outstanding shares of Enthusiast. 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 corporation, the corporation is permitted to hold this meeting by the electronic means that we are using. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, I as Chairman of the corporation and as 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 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, 2023, together with the report of the auditors thereon and the condensed consolidated financial statements for the 3-month period ended March 31, 2024. These financial statements were previously filed in 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?

It appears there are no questions at this time.

Thank you. I declare that the audited financial statements of the corporation for the year ended December 31, 2023, together with the report of the auditors thereon and the condensed consolidated financial statements for the 3-month period ended March 31, 2024 have been presented and received. The voting is now open for all resolutions and we invite shareholders and proxy holders to submit their votes if they haven't already done so. As a reminder, if you have already voted or sent in a proxy, there's no need to do anything unless you wish to change one or more votes. The first item of business to be voted on is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at 6. Accordingly, I hereby move that the number of directors to be elected to be fixed at 6. The motion having been made, we will now address any questions or comments from shareholders or proxy holders that are directly related to fixing the number of directors. Have any questions come in?

No, there are no questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they haven't 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, Scott Michael O'Neill, Thomas Hearne, John Zorbas, Sara Slane and Jordan Gnat. Accordingly, I now move that each of the 6 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. The motion having been made, 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 come in?

No, it appears there are no 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 reappointment of the auditor. Accordingly, I hereby 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 the remuneration. The motion having been made, 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, there have been no questions on this item.

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they haven't already done so. I now instruct Computershare to close the polls on all resolutions. [Voting]

As we have now dealt with all the business items on the agenda, I declare voting on all matters closed. I understand the scrutineers' 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 6 are 86.89% voted in favor of fixing the number of directors for the ensuing year at 6. As a result, I declare that the number of directors for the ensuing year is set at 6. The preliminary results with respect to the election of directors are a majority of the votes cast were voted in favor of the 6 nominees with each nominee receiving in excess of at least 70.04% in favor. As a result, I declare that the 6 director nominees have been duly elected. The preliminary result with respect to the appointment of auditors -- of auditor is 97.81% 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 the remuneration. The final results of today's vote will be posted later today on SEDAR+. That concludes the formal business of this meeting of shareholders and I declare the meeting terminated. Thank you.

This concludes the meeting. You may now disconnect.