Gaia, Inc. (GAIA) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. And welcome to the Gaia, Inc. 2020 Annual Meeting. [Operator Instructions] I would like to hand the conference over to your speaker today, Jirka Rysavy. Sir, please go ahead.

Well, thank you, all for joining us in our virtual Annual Shareholder Meeting. I'm Jirka Rysavy, the CEO and Chairman. And I'm presiding as Chairman over our today's shareholder meeting. I'm calling the meeting to order. And I'd like to welcome all shareholders who are participating virtually today. I would like to also introduce our Board members Kristin Frank, David Maisel, Keyur Patel, Dae Mellencamp and Paul Sutherland, who are with us. And also, I'd like to introduce John Browne, a partner with Plante Moran, our independent auditors, who are also attending virtually today. The agenda and rules of conduct for our meeting appear on virtual shareholder meeting platform. Paul Tarell, who serves as our CFO and also Corporate Secretary, will serve as Secretary of the Meeting today and will also act as Inspector of Election. So I will turn the meeting over to Paul now to confirm that we comply with notice and quorum requirements and to conduct the voting and on the 2 proposals.

Thank you, Jirka. I would also like to welcome you to this meeting, and thank you for both attending and your interest in Gaia. There will be an opportunity for questions about Gaia after the formal portion of this meeting. Only validated shareholders may ask questions. If you'd like to submit a question for consideration, please use the question submission tool within the virtual shareholder meeting portal at any time during the meeting. As a reminder, any business-related questions will be deferred to the quarterly earnings call scheduled for April 27, 2020. We first have a few formalities. Notice of this meeting was sent to all shareholders on March 9, 2020. The record date for this meeting is February 28, 2020. The record date was set by our Board of Directors and is the cutoff date that determines which shareholders are entitled to vote at this meeting. The list of Gaia's shareholders as of the record date, shows that holders of 12,500,139 shares of our Class A common stock and 5,400,000 shares of our Class B common stock are entitled to vote at this meeting. Holders of our Class A common stock as of the record date are entitled to 1 vote for each share held, and holders of Class B common stock are entitled to 10 votes for each share hold. As the Inspector of Elections, I would like to inform everyone that there are represented virtually or by proxy, approximately 97% of all of the outstanding votes eligible to be cast at this meeting. Because holders of a majority of the outstanding votes eligible to be cast at this meeting are present or by proxy, a quorum is present and we will proceed with the business of the meeting. Let me briefly describe our procedures for voting. If you mailed your proxy, you need not do anything further, and your shares have been voted accordingly. If you have not yet voted or if you wish to change your vote, please vote via the virtual shareholder meeting platform now. It's 9:35, and I now declare the polls open to consider the following 2 matters. Our first item of business today is the election of the Board of Directors. The Board nominated Kristin Frank, James Colquhoun, David Maisel, Keyur Patel, Jirka Rysavy, Dae Mellencamp and Paul Sutherland for election to serve as directors. Directors elected today will serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. The nominee's qualifications are described in this year's proxy statement. Our second item of business today is the approval on a nonbinding advisory basis of named Executive Officer compensation. Our Board of Directors has unanimously recommended a vote for the 7 Director nominees and for advisory approval of named executive compensation. Under our Bylaws, shareholders must notify Gaia in advance if they want to make other nominations or proposals. Because we did not receive notice of any additional nominations or proposals, no nominations or other proposals can be made today. Please complete your voting on the virtual meeting platform. We'll give you a few minutes. [Voting]

Okay. It's now 9:36, and I'm closing the polls. After reviewing the proxies and votes cast today, based on preliminary vote totals, I'm pleased to announce that each of our 7 nominees to the Board of Directors has been elected and that named Executive Officer compensation on a nonbinding advisory basis has been approved. The final vote on each of these 2 proposals will be included in a periodic report filed on Form 8-K and place on our website as soon as it is available. Since we have no further business, I will now turn the meeting back over to Jirka for adjournment.

Well, we want to thank you for your interest in the company, and our meeting is now adjourned. We will now address a few questions submitted by the shareholders for up to 10 minutes. As we said, and as a reminder, and a business-related question will be deferred to our regular quarterly earnings call, which is scheduled for this Monday. So what do we get?

Okay. So we have one question submitted so far. And the question is, have you seen a big increase in subscribers because of the stay at home orders? And how many people -- how many of those people do you expect to stick with Gaia, when the orders are lifted? So as Jirka mentioned, we're going to defer a specific business update to our earnings call on Monday, which we invite all of you to participate in. But generally, we have seen an uptick in demand similar to what other streaming platforms have seen that started in mid-March, and it has continued while the state home orders have been in place. But as we mentioned, we'll provide specific details and updates on our call on Monday afternoon after the markets closed. So that's our only question that's been submitted. If there's any other questions from our shareholders participating online, we'll give you another couple of seconds to get them in. Okay. It looks like no other questions have been submitted. So that will conclude our Q&A session, and thank you for participating in today's virtual meeting.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating, you may now all disconnect.