Galaxy Digital Inc. (GLXY) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General Meeting of Galaxy Digital Holdings Ltd. Please note the meeting is being recorded. I'd like to introduce Michael Novogratz, who will be acting as Chair of this meeting. Mr. Novogratz, the floor is yours.

Good morning, everyone. I would like to welcome all of you to this Annual General Meeting of shareholders for 2024. I'm Michael Novogratz, CEO of Galaxy Digital Holdings. This meeting is being held as a hybrid event, both physically in person and virtually online via live webcast. We've ensured that the virtual portion of the meeting offers shareholders and duly appointed proxy holders the opportunity to participate, submit questions and vote the meeting through the online platform. We'd like to set out a few rules for the orderly conduct of this meeting. One, for the purpose of this meeting, voting on all matters will be conducted as follows. For those attending in person by a ballot, which you will be completed upon entering the meeting. Note that those wishing to change their vote can ask the secretary for a new ballot; and two, for those attending virtually by electronic ballot through the TSX Trust virtual meeting platform. Only registered shareholders and duly appointed proxy holders who have properly logged in with their control number will be able to vote on each business item. Beneficial shareholders who have appointed themselves as proxy holders would have needed to register in advance to receive a control number. Those who wish to vote virtually at the meeting must download a complete decoration form, then send their complete and executed form to our voting team at TSX Trust Proxy Voting at TMX.com. Once the polls are open, click in the voting icon on the left-hand side of your screen. To vote, simply select your voting direction from the options shown on the screen and click Submit. Confirmation message will appear to show your vote has been received. If you have additional control numbers to vote, click I Have Additional Control Numbers at the top to enter the additional credential. To change your vote, simply click Refreshing Voting Resolutions. Voting will remain open until the polls have been closed. The votes you have submitted on each polling item at the time the poll closes will be recorded. Totals in favor or against or withheld, as the case may be, for each resolution item will be tallied by the Scrutineer once the voting is completed. I will then report on the preliminary outcome of all motions based on the proxies provided prior to the meeting and the preliminary Scrutineer's Report. The final report will be posted on SEDAR shortly after the meeting. We remind you that if you are a registered shareholder and you've already voted by proxy, you do not need to vote again unless you wish to change your vote. Any votes cast by poll during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders who have already voted by proxy do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. Two, for specific vote tabulations, please see the report of voting results, which will be posted to the company's SEDAR profile shortly after the meeting. Three, messages can be submitted at any time during the Q&A session up until the Chair closes the session. [Operator Instructions] Questions sent via the TSX Trust Virtual Meeting Platform will be moderated before being sent to the Chair. At this time, I call the meeting to order. In order to expedite the meeting and unless there's an objection, I now propose that we dispense with the need to second any motions requested by the Chair. If you have objection, you now have 5 seconds to submit your objection via the Ask a Question button. Hearing none, we will proceed with the business of the meeting. In accordance with the Articles of Association, I will preside as Chair of the meeting and with the consent of the meeting, I appoint Francesca Don Angelo, Corporate Secretary of the Company to act as Secretary of the meeting. The company's register and transfer agent is TSX Trust Company. Rosa Garofalo will act as scrutineer for the meeting. Under the company's Articles of Association, the quorum for the transaction of business at a meeting of shareholders consists of 2 or more shareholders present in person or by proxy or if the company or other non-natural person by its duly authorized representative or a proxy holding at least 25% in par value of the ordinary shares are entitled to vote at such general meeting. The Scrutineer has provided me with the preliminary report regarding shareholder attendance and representation at this meeting. I confirm that there is a quorum present at this meeting. The Secretary has advised me notice of the meeting has been duly sent to shareholders on May 16, 2024. Additional copies of these materials are also available electronically under Galaxy's SEDAR profile at www.sedarplus.ca. Accordingly, unless there is an objection, I will dispense with the reading of the notice calling the meeting. If you have an objection, you have 5 seconds to submit via the Ask a Question button. Notice have been duly given and a quorum being present, I declare that this meeting is duly constituted for the transaction of business. In the interest of expediting the business of this meeting, I will move all motions with respect to the business, for which this meeting has been called and as set out in the notice of meeting. For efficiency, we will be opening the polls on the matters that will be voted at the beginning of the meeting and will close the polls after the last matter has been dealt with. We will now turn to the business of today's meeting. I declare the polls now open. Galaxy's audited financial statements for the year ended at Dec 31, 2023, and the report of the auditors thereon are placed before the meeting. These audited financial statements are available upon request electronically under Galaxy SEDAR profile. The next item of business is the election of directors. The following nominees of management are proposed for election as directors: Michael Novogratz, Bill Koutsouras, Dominic Docherty, Michael Daffey, Jane Dietze, Damien Vanderwilt, Richard Tavoso. If there are no further nominations, I now declare the nominations to be closed. If there are any objections, please raise them now. Those attending virtually have 5 seconds to submit via the Ask a Question button. I now move that the 7 nominees be elected as directors of the company to hold office until the next Annual General Meeting of the company or until their successors are elected or appointed, subject to the provisions of the Articles of Association in Cayman Islands' law. Please proceed by the way of poll on this motion. [Voting]

As noted earlier, the preliminary results will be summarized at the end of the meeting, and final voting results will be made available on SEDAR shortly after the meeting. I will now move to the next item of business. The next item of business is to appoint the auditors of Galaxy for the ensuing year. I hereby move that KPMG Limited Partnership be appointed as auditors of Galaxy for the ensuing year or until their successors are duly appointed at such remuneration as may be fixed by the Board of Directors and that the past appointment of KPMG as the auditor be ratified. Please proceed by way of poll on this motion. [Voting]

As noted earlier, the preliminary voting results will be summarized at the end of the meeting and final voting results will be made available on SEDAR shortly after the meeting. I will now move on to the next item of business. The next item of business is the approval of Galaxy's amended and restatement of Galaxy's long-term incentive plan and approval of the unallocated entitlements thereunder as required by the rules of the Toronto Stock Exchange every 3 years. The amendments to the long-term incentive plan are described in management information circular, providing connections with the meeting. I hereby move at the ordinary resolution of disinterest and shareholders of Galaxy and the form set out in the management information circuit or provided in connection with this meeting be approved. Please proceed by way of poll on this motion. [Voting]

As noted earlier, the preliminary voting results will be summarized at the end of the meeting, and the final results will be made available on SEDAR shortly after the meeting. Is there any other business that may be brought before this meeting? Hearing none, I will now move to the voting results. You will have 10 seconds to submit your votes before the polls close. [Voting]

Based on the proxies provided prior to the meeting and the preliminary scrutineer report received, preliminary voting results show that all resolutions have passed by the requisite number of votes in favor. However, these results are preliminary and the final voting results will be included in the press release to be filed following the meeting together with reports on voting results to be filed on SEDAR. This concludes the formal business brought before the meeting as set out in the Notice of Meeting. If you'd like to raise any further business at this meeting, you have 10 seconds to do so using the Ask a Question button. As there is no further business, I now propose the meeting be concluded, unless there is an objection. If you have an objection, you have 5 seconds to submit via the Ask a Question button. Hearing none, I now declare this meeting to be terminated. On behalf of the Board of Directors, I would like to say thank you for attending today.

Thank you for attending today's meeting. You may now disconnect.