Genius Sports Limited (GENI) Earnings Call Transcript & Summary

Ladies and gentlemen, I would like to welcome you to this Annual General Meeting of the Shareholders in Genius Sports Limited. For those of you who do not know me, I am David Levy, the Chairman of the company. Notice of this Annual General Meeting has been given in accordance with the company's Articles of Incorporation and is set out in the Letter to Shareholders dated 29 November, 2022. The quorum for this meeting is 2 shareholders present in person, either by telephone or physically in person or represented by proxy, holding in aggregate not less than a simple majority of all voting share capital in the company in issue. I've been advised that there are at least 2 members present in person and that I have received proxy forms representing 73.02% votes from members who are not attending in person, but have appointed me or our Deputy Company Secretary, Jackie Grech, as their proxy to vote on all proposed resolutions on a poll. I therefore can confirm that there is a quorum present that the meeting has been properly convened. I would now like to commence the formal proceedings of this meeting. The notice convening the meeting was sent to you on approximately 29 November, 2022 and further copies are available on the company's website and our website provided on the notices. Accordingly, I will take the notice as read. The notice inviting questions from shareholders relating to the businesses to be considered at this meeting. However, no questions have been submitted by members prior to this meeting. And I'll now therefore propose each resolution as referred to in the notice of the meeting. I will put the resolutions to the meeting one after another. Each resolution will be voted upon by poll. Resolution #1. Resolution #1 is an ordinary resolution to receive the company's Annual Report and Audited Financial Statements for the financial year ended 31 December, 2021. The Directors' Report and Auditors' Report on those accounts. The number of proxy votes received in favor of this resolution is and the number of proxy votes received against this resolution is 147,882,110. 2,318,724 votes abstained. Accordingly, I declare this resolution passed. Resolution #2 is an ordinary resolution to reappoint Kimberly Williams-Bradley as a Director, whose term has expired in accordance with the company's Articles of Incorporation, and who being eligible, offers herself for reappointment as a Director. The number of proxy votes received in favor of this resolution is 146,838,872 and the number of proxy votes received against this resolution is 2,447,273. 977,484 votes abstained. Accordingly, I declare this resolution passed. Resolution 3 is an ordinary resolution to reappoint Daniel Burns as a Director whose term has expired in accordance with the company's Articles of Incorporation, and who being eligible, offers himself for reappointment as a Director. The number of proxy votes received in favor of this resolution is 127,751,498 and the number of proxy votes received against this resolution is 21,533,838. 978,213 votes abstained. Accordingly, I declare the resolution passed. Resolution 4 is an ordinary resolution to reappoint WithumSmith+Brown, PC as Auditor of the Company with respect to its accounts filed with the U.S. Securities and Exchange Commission from the end of the meeting until the end of the next Annual General Meeting of the company. The number of proxy votes received in favor of this resolution is 147,786,454 and the number of proxy votes received against this resolution is 1,599,728. 877,447 votes abstained. Accordingly, I declare the resolution passed. Resolution 5 is an ordinary resolution to reappoint BDO LLP as an Auditor of the Company with respect to its Guernsey statutory accounts from the end of the meeting until the end of the next Annual General Meeting of the company. The number of proxy votes received in favor of this resolution is 147,971,029 and the number of proxy votes received against this resolution is 1,559,417. 876,183 votes abstained. Accordingly, I declare this resolution passed. Resolution 6 is an ordinary resolution to authorize the Directors of the Company to determine the remuneration of each of WithumSmith+Brown, PC and BDO LLP. The number of proxy votes received in favor of this resolution is 147,775,292 and the number of proxy votes received against this resolution is 1,605,084. 883,253 votes abstained. Accordingly, I declare this resolution passed. Resolution 7 is an ordinary resolution to authorize the company to make one or more market acquisitions of its ordinary shares being 14.99% of the shares in issue as the date of the meeting. The text of this resolution is set out in the notice convening this meeting, which as noted above, is taken as read. The number of proxy votes received in favor of this resolution is 127,251,472 and the number of proxy votes received against this resolution is 22,150,132. 862,025 votes abstained. Accordingly, I declare the resolution passed. We will now pause for any questions regarding the resolutions or if any other questions you may have for management of the company that are relevant to this meeting. Seeing no questions, we will now proceed to the vote. Will the Inspector of Elections please report the results of the votes?

I, [ Ian McKay ], as Inspector of Elections for this meeting, am pleased to report that each of the resolutions has received the requisite number of votes for approval. Close of meeting.

As the formal business of this meeting has been concluded, I now declare the meeting closed. And on behalf of the Board, I'd like to thank you for the attendance. If there is no other business, I will declare the meeting closed. The results of the poll votes will be announced after the meeting. Thank you.