FGI Industries Ltd. (FGI) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to our Annual Meeting of Shareholders, which is being held virtually by webcast and audio conference. It is now 9:00 a.m., and the meeting is called to order and the polls are open. I am John Chen, Executive Chairman and a member of the Board of Directors, and I will serve as Chair of the meeting. Joining me are Perry Lin, our Chief Financial Officer; and Jae Chung, our Vice President, Investor Relations and Corporate Development. Jae will serve as the secretary of this meeting, and Erika Young from Continental has been appointed to act as inspector for the meeting. Jason de Boer and Michael Bernstein, representatives of CBIZ CPAs P.C., our company's independent registered public accounting firm, are also present. Before we proceed, please note that we plan to answer any questions raised during the meeting after the meeting concludes. The record date for the determination of the holders of our ordinary shares entitled to receive notice of and to vote at this meeting was fixed by the Board of Directors to be April 24, 2025. An affidavit of mailing has been received, attesting that full sets of proxy materials were distributed to each holder of the company's ordinary shares as of the close of business on the record date. The affidavit will be attached to the minutes of this meeting. Mr. Secretary, do we have the preliminary report from the inspector of elections?

Yes. According to the report, as of the close of business on the record date, there were 9,591,555 ordinary shares issued and outstanding, and each share is entitled to 1 vote. The inspector of elections' preliminary report shows that holders of at least 1/3 of the outstanding ordinary shares are represented at this meeting, either in person or by proxy.

Thank you. With that, a quorum is present for the transaction of business and the meeting can proceed. Please note that the polls will be closed shortly. Jae, could you please describe the business of the meeting?

Yes. The agenda for today's meeting consists of 3 proposals: first, the election of 5 directors named in the proxy statement, namely David Bruce, John Chen, Todd Heysse, Kelly Zesch Weir and Anagha Apte; second, approval of a proposal to allow the company's Board of Directors to effect one or more reverse share split of all the company's ordinary shares by consolidating them at a ratio of not less than 1 for 2 and not more than 1 for 15 with the exact ratio to be set at a whole number within this range to be determined by the company's Board of Directors or any duly constituted committee thereof at any time after approval by the shareholders and to authorize the Board of Directors to implement any such reverse share split at its discretion; and third, ratification of the appointment of CBIZ CPAs P.C. as the company's independent registered public accounting firm for 2025. The polls for voting on all matters are now open. If you are a shareholder entitled to vote and have not yet voted or you wish to change your vote, you can vote using the links on your screen using your 12-digit voting control number. If you have already voted by proxy, it is not necessary to do it again. [Voting]

The polls are now closed.

Will the secretary please report the results of the voting?

Based on a preliminary report of the inspector of election, each of the 5 director nominees received the affirmative vote of the majority of the outstanding shares present at this meeting and entitled to vote. Accordingly, each has been elected to serve until the Annual Meeting of Shareholders to be held in 2026 or until a successor is duly elected. The proposal to allow the company's Board of Directors to effect and implement one or more reverse share splits received the affirmative vote of a majority of the outstanding ordinary shares present at the meeting and entitled to vote, and therefore, it has been approved. The proposal to ratify the appointment of CBIZ CPAs P.C. received the affirmative vote of a majority of the outstanding ordinary shares present at the meeting and entitled to vote, and therefore, it has been approved.

Thank you. A final report of election will be prepared, and we plan to report the results on a current report on Form 8-K. This concludes the formal business of today's virtual annual meeting. The meeting is adjourned. To the extent we have not addressed your question during this meeting, please send your question to our Investor Relations team after the meeting, and we will take steps to answer your question as soon as practical after the annual meeting. The link to contact our Investor Relations team can be found in the Investor Relations section of our website. Thank you for attending and for your support of FGI Industries.