Envirotech Vehicles, Inc. (EVTV) Earnings Call Transcript & Summary

Greetings. Welcome to the Envirotech Vehicles, Inc. 2024 Annual Meeting of Stockholders Call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the conference over to your host, Jason Maddox, President and serving as Chair for this meeting. Jason, please go ahead.

Thank you, and hello, and welcome to the 2024 Annual Meeting of Stockholders of Envirotech Vehicles, Inc. I am Jason Maddox, President, and I'm appointed by the Board of Directors to serve as Chair of this meeting as Phillip Oldridge, Chief Executive Officer and Chairman of the Board of Directors of Envirotech Vehicles is unavailable today. It is approximately 9:00 a.m. Pacific Time and in accordance with the notice of the meeting, on behalf of the Board of Directors, I call to order this Annual Meeting of Stockholders. As provided by the company's bylaws, I will be acting as Chairman and Secretary of this meeting. I will now introduce the directors and officers of the company who are present either in person or by telephone. Attending today via live webcast are other 2 directors: Ms. Terri White Elk; and Mr. Michael Di Pietro. Also attending today via live webcast are Chief Operating Officer, Elgin Tracy; and our Chief Financial Officer, Franklin Lim. The Board of Directors has appointed Frank Lim, the company's Chief Financial Officer, to act as inspector of elections. Mr. Lim has taken his oath as inspector of elections, and the oath will be filed with the minutes of this meeting. Many stockholders have already submitted their proxies. The holders of any undelivered proxies who are in attendance at the meeting may submit them as the time -- at this time by following the related instructions on the virtual meeting website. If you have not obtained copies of the agenda or the rules of procedure for this annual meeting, we direct you to find such materials on the meeting website. To conduct an orderly meeting, we ask that all participants read and abide by these rules of procedure for this meeting. The Board of Directors set October 16, 2024, as the record date for this Annual Meeting of Stockholders. I will now present the affidavit of mailing of the notice of the meeting and report on the existence of a quorum for this meeting. I present the affidavit of mailing of Issuers Direct Corporation, which states that the notice of this meeting and accompanying notice of Internet availability of proxy materials containing instructions on how to access our proxy materials and our annual report to stockholders were mailed out on November 1, 2024, to the stockholders of record as of October 16, 2024. As of close of business on October 16, 2024, the company had outstanding and entitled to vote 16,622,010 shares of common stock, each of which is entitled to 1 vote. 9,421,477 shares of common stock, which is greater than a majority of the company's issued and outstanding shares of common stock entitled to vote at this meeting are represented in person by proxy at today's meeting, thus, a quorum is present. The meeting is duly constituted and the business of the meeting may proceed. The report of the existence of a quorum is accepted, and I direct that the affidavit of mailing be made part of the minutes of this meeting. Because holders of a majority of the shares entitled to the vote at this meeting are present and in person or by proxy. I declare this meeting is duly convened for purposes of transacting such business as may properly come before it. I will now discuss each matter to be acted on at this meeting. At the conclusion of the discussion of all items, we will take the vote. There are 4 items of business on today's agenda: one, the election of Class I directors to the Board of Directors; two, the ratification of the appointment of Barton CPA, PLLC as our independent registered public accounting firm for the fiscal year ending in December 31, 2024; three, the approval of a non-binding advisory basis of the compensation of the company's named executive officers in fiscal year 2023; and four, the approval of a non-binding advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. Additionally, any other business as may properly come before the meeting and any adjournment thereof may be transacted. There were no other stockholder nominations or proposals for business for this meeting that were timely and properly filed with the company. Then the business of this meeting is limited to 4 matters of the agenda. The first item of business today is the election of Class I directors to our Board of Directors. Two directors shall be elected at today's meeting. Each nominee will be elected to hold office for a 3-year term that will expire at the company's 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or his or her earlier resignation, removal or death. The Board of Directors nominated Terri White Elk and Michael Di Pietro to serve as Class I directors. Information concerning all of the directors nominees', principal occupations, service with the company and other matters may be of interest and contained in the company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 30, 2024. No nominations may be made at this meeting, so therefore, I declare nominations to be closed. The second matter being submitted to stockholders is the ratification of appointment of Barton CPA, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The affirmative vote of the majority of the shares of common stock in attendance by live webcast or represented by proxy and entitled to vote on this proposal at the annual meeting is required for approval of this proposal too. The third matter being submitted to stockholders in this approval is the approval of a non-binding advisory basis of the compensation of the company's named executive officers in fiscal year 2023. Information regarding the compensation of the named executive officers is contained in the company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 30, 2024. Affirmative vote of a majority of the shares of common stock in attendance by live webcast are represented by proxy and entitled to vote on this proposal at the annual meeting is required for approval this Proposal 3. The fourth and final matter being submitted to stockholders is the approval on a non-binding advisory basis of the frequency of future advisory votes on the compensation of the company's named executive officers. The choice of frequency receiving the highest number of votes will be considered the advisory vote for the stockholders on Proposal 4. I now call upon Michael Di Pietro for the recommendation of the Board of Directors regarding these matters. Michael?

Yes. The Board of Directors unanimously recommends that stockholders vote for the ratification of the appointment of Barton CPA, PLLC as our independent registered public accounting firm for the fiscal year ending December 31, 2024, for the non-binding advisory approval of the compensation of the company's named executive officers in the fiscal year 2023 and 1 year for the frequency of future advisory votes on the compensation of the company's named executive officers.

Because no further business is scheduled to come before the stockholders, I now declare polls for each matter to be voted on at this meeting open and direct to one vote of stockholders be taken by written ballot on the 4 matters submitted to the stockholders for vote. Each holder of common stock is entitled to 1 vote for each share held of record on October 16, 2024. Electronic ballots are now available for each stockholder or proxy in attendance and entitled to vote at this meeting. Any stockholder who has previously given his or her proxy need not vote unless he or she desires to revoke the proxy and vote by electronic ballot during this meeting. Shares represented by proxy where no vote is specified will be voted in accordance with the recommendations of the Board of Directors. If you did not vote by proxy, or if you wish to change your vote, you may vote at any time while the polls are open. Any outstanding electric ballots should have now been submitted. If you wish to vote by electric ballot, please submit your electronic ballot via the virtual meeting website by following the related instructions. Again, if you have already voted by proxy, you need not vote today, unless you would like to change your vote. [Voting]