Fadel Partners, Inc. (FADL) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, welcome to the Fadel Partners Annual General Meeting. Throughout this recorded meeting, attendees will be in listen-only mode. [Operator Instructions] I'd now like hand over to Chairman Simon Wilson. Good afternoon.

Good afternoon and good morning, everyone. The meeting will now come to order. I'm Simon Wilson, Chair of the Board of Directors of Fadel Partners Inc. and we welcome you to the company's 2024 annual meeting of stockholders. Tarek Fadel, CEO, will give some brief remarks after the voting is conducted and you will have an opportunity to ask questions at that time. The directors present today here in person are -- or by Zoom are Tarek Fadel, Ian Flaherty, Ken West, Sally Tilleray and myself. Joe Gruttadauria, our fellow director could not be with us at this annual meeting due to personal circumstances. With us present today are Tarek Fadel, CEO; Paul Gore, EVP and GM, Professional Services; and Ian Flaherty, Chief Financial Officer. I will chair the meeting and Tony Mejia, our partner at Buchalter P.C. and outside counsel to the company has been appointed to act as Secretary and Inspector of elections for the meeting. Will the Secretary of the meeting produce the following documents for filing with the minutes of the meeting. Copies of the printed notice of annual meeting, stating the time, place and purpose thereof and the stockholder list of the company as of 6th of August 2024. I direct to such notice and stockholder list and the company documents be filed with the minutes of this meeting. Will the Secretary please report as to whether a quorum is present?

We have a quorum present at the meeting represented either in person or by proxy.

Thank you. As a preliminary matter, I would remind all attendees that as explained in the notice for this meeting, shareholders are not permitted to vote by video conference at this meeting. In order to vote your shares, you must either be attending this meeting in person or have previously voted by proxy in accordance with the requirements and by the deadlines noted in the notice for this meeting. The first order of business before the meeting is the presentment of copies of the company's audited financial statements and the auditor's report thereon for the financial year ended 31st December 2023.

On behalf of the company, I hereby make the motion that the presentment be ratified.

I second the motion.

Thank you. I direct that a vote of the stockholders be taken for or against the presentment of copies of the company's audited financial statements and the auditor's report thereon for the financial year ended 31st December 2023. I declare the polls closed on this motion. The next order of business before the meeting is the advisory approval of the directors' remuneration report.

On behalf of the company, I hereby make the motion that the advisory approval will be ratified.

I second the motion.

Paul, if you could second the motion for us, please?

Yes, my audio didn't pick up. I second the motion.

I direct that a vote of the stockholders be taken on the advisory approval of the directors' remuneration report. I declare the polls closed on this motion. The next order of business before the meeting is to vote on the reelection of Ken West to the Board of Directors to serve until 2027 Annual Meeting or until his successor is duly elected and qualified.

On behalf of the company, I hereby make the motion that the appointment be ratified.

I second motion.

Thank you. I direct that a vote of the stockholders be taken for or against the appointment of Ken West to the Board of Directors to serve until the 2027 Annual Meeting or until his successor is duly elected and qualified. I declare the polls closed on the election of Ken West. The next order of business before the meeting is to vote on the reelection of Sally Tilleray to the Board of Directors to serve until the 2027 Annual Meeting or until her successor is duly elected and qualified.

On behalf of the company, I hereby make the motion that the appointment be ratified.

I second the motion.

Thank you. I direct that a vote of the stockholders be taken for or against the appointment of Sally Tilleray to the Board of Directors to serve until the 2027 Annual Meeting or until the successor is duly elected and qualified. I declare the polls closed on the election of Sally Tilleray. The next order of business before the meeting is to vote on the reelection of Ian Flaherty, to the Board of Directors to serve until the 2025 Annual Meeting or until his successor is duly elected and qualified.

On behalf of the company, I hereby make the motion that the appointment be ratified.

I second the motion.

Thank you. I direct that a vote of the stockholders be taken for or against the appointment of Ian Flaherty to the Board of Directors to serve until the 2025 Annual Meeting or until his successor is duly elected and qualified. I declare the polls closed on the election of Ian Flaherty. The next order of business before the meeting is to vote on the reelection of Simon Wilson to the Board of Directors to serve until the 2026 Annual Meeting or until his successor is duly elected and qualified.

On behalf of the company, I hereby make the motion that the appointment be ratified.

I second the motion.

I direct that a vote of the stockholders be taken for or against the appointment of Simon Wilson to the Board of Directors to serve until 2026 Annual Meeting or until his successor is duly elected or qualified. I declare the polls closed on the election of Simon Wilson. The next order of business before the meeting is to vote on the ratification of the appointment of Crowe U.K. LLP, as the company's auditor to hold office until the next annual meeting.

On behalf of the company, I hereby make the motion that the appointment be ratified.

I second the motion.

Thank you. I direct that a vote of the stockholders be taken for or against the appointment of Crowe U.K. LLP to serve as the company's auditor to hold office until the next annual meeting. I declare the polls closed on this motion. The next order of business before the meeting is to vote on the Board's authorization to determine the auditor's remuneration.

On behalf of the company, I hereby make the motion that the authorization be ratified.

I second the motion.

Thank you, Paul. I direct that a vote of the stockholders be taken for or against the Board's authorization to determine the auditor's remuneration. I declare the polls closed on this motion. The next order of business before the meeting is to vote on the authorization of the Board to issue common stock or grant rights to subscribe for or convert any securities into common stock up to an aggregate par value of USD 6,069, representing approximately 30% of the issued common stock of the company as of 31st of July 2024.

On behalf of the company, I hereby make the motion that the authorization be ratified.

I second the motion.

Thank you both. I direct that the vote of the stockholders be taken for or against the Board's authorization to issue common stock or grant rights to subscribe for or convert any securities into common stock up to an aggregate par value of USD 6,069, representing approximately 30% of the issued common stock of the company as of 31st of July 2024. I declare the polls closed on this motion. The next order of business before the meeting is to vote on Resolution 10 regarding the disapplication of the shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting previously sent to you.

On behalf of the company, I hereby make the motion that Resolution 10 be ratified.

I second the motion.

Thank you, both. I direct that the vote of the stockholders be taken for or against Resolution 10 regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting. I declare the polls closed on this motion. The next order of business for the meeting is to vote on Resolution 11, also regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting previously sent to you.

On behalf of the company, I hereby make the motion that Resolution 11 will be ratified.

I second the motion.

Thank you, both. I direct that a vote of the stockholders be taken for or against Resolution 11 regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting. I declare the polls closed on this motion. The opportunity to vote on all questions before the meeting having been given, I did declare the polls closed. Is there any other business to be brought before at this meeting or any questions or comments concerning the proposals submitted for action at this meeting? As there are no further questions, we'll take a brief break Mr. Mejia tabulates the results for us.

Thank you, Mr. Chairman. I'm prepared to present the results.

Thank you. Please begin to report your results.

Mr. Chairman, I report that 13,470,463 votes were cast for the presentment of the company's audited financial statements and the auditor's report thereon for the financial year ended 31st December 2023, and 0 votes against and 0 votes abstained.

You've heard the results of the voting. I declare that the presentment of the company's audited financial statements and the auditor's report thereon for the financial year ended 31st December 2023 have been ratified.

Mr. Chairman, I report that 13,470,463 votes were cast for the advisory approval of the directors' remuneration report, 0 votes were cast against and 0 votes abstained.

Thank you. You have heard the results of the voting. I declare that the directors' remuneration report has been approved.

Mr. Chairman, I reported 13,470,463 votes were cast for the reappointment of Ken West as a Director of the company and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that Ken West has been reappointed as a Director of the company.

Mr. Chairman, I report that 13,470,463 votes were cast for the reappointment of Sally Tilleray as a Director of the company and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that Sally Tilleray has been reappointed as a Director of the company.

Mr. Chairman, I reported 13,470,463 votes were cast for the reappointment of Ian Flaherty as a Director of the company and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that Ian Flaherty has been reappointed as a Director of the company.

Mr. Chairman, I report that 13,470,463 votes were cast for the reappointment of Simon Wilson as a director of the company and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that Simon Wilson has been reappointed as a Director of the company.

Mr. Chairman, I report that 13,470,463 votes were cast for the appointment of Crowe U.K. LLP as the company's auditor until the next annual meeting, 0 votes were cast against and 0 votes abstained.

Thank you. You have heard the results of the voting. I declare that the appointment of Crowe U.K. LLP as the company's auditor until the next annual meeting has been ratified.

Mr. Chairman, I report that 13,467,683 votes were cast for the authorization of the Board to determine the auditors' remuneration, 2,780 votes were cast against and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that the directors authorization to determine the auditor's remuneration has been ratified.

Mr. Chairman, I report that 13,467,683 votes were cast for the authorization of the Board to issue common stock or grant rights to subscribe for or convert any securities into common stock up to the aggregate par value of USD 6,069, representing approximately 30% of the issued common stock of the company as of 31st July 2024; 2,780 votes were cast against; and 0 votes abstained.

Thank you. You've heard the results of the voting. I declare that the authorization of the Board to issue common stock or grant rights to subscribe for or convert any securities into common stock up to an aggregate par value of USD 6,069 and representing approximately 30% of the issued common stock of the company as of the 31st of July 2024 has been ratified.

Mr. Chairman, I report that 13,467,683 votes were cast for Resolution 10 regarding the disapplication of shareholders preemption rights when issuing common stock for cash as set forth in the notice for this meeting; 2,780 votes were cast against; and 0 votes abstained.

Thank you. You have heard the results of the voting. I declare that Resolution 10 regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting has been ratified.

Mr. Chairman, I report that 13,470,463 votes were cast for Resolution 11 regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting, 0 votes were against and 0 votes abstained.

Thank you. You have heard the results of the voting. I declare that Resolution 11 regarding the disapplication of shareholders' preemption rights when issuing common stock for cash as set forth in the notice for this meeting has been ratified. This concludes the formal portion of the meeting. At this time, Tarek Fadel, the company's CEO, will now make a brief statement regarding the company's affairs.

Thank you, Simon. We look forward to updating shareholders on our first half performance at the time of our interim results in late September. At which point, we will be hosting an investor presentation where there will be opportunity to ask questions. If investors would like any more detail, there are a number of presentations, reports and videos posted on our website. Thank you.

Thank you, Tarek. Are there any questions for management? I don't believe there are.

There are no online questions, Simon.

Great. Thank you. I want to thank you very much for attending today's meeting and for the interest you have shown in the company's affairs. This concludes the meeting.

That's great, Simon. Thank you very much. Could I please ask investors not to close this session will now redirect you for the opportunity for you to provide your feedback in order the Board can better understand your views and expectations. This may take a few moments to complete, but I'm sure it will be greatly valued by the company. On behalf of the Board of Fadel Partners, we'd like to thank you for attending today's Annual General Meeting and wish you all a very good rest of your day.