Genius Sports Limited (GENI) Earnings Call Transcript & Summary

Ladies and gentlemen, I'd like to welcome you to this Annual General Meeting of the Shareholders of Genius Sports Limited. For those of you who do not know me, I'm David Levy, the Chair of the company. Also present is Ian McKay from Continental Stock Transfer & Trust Company, our transfer agent. Mr. McKay will serve as an Inspector of Elections. Notice of this Annual General Meeting has been given in accordance with the company's articles in corporation and is set out in the letter of shareholders dated 6th November 2023. The quorum of the meeting is 2 shareholders present in person, either by telephone or physically in person or represented by the proxy, holding in aggregate not less than a simple majority of all voting share capital in the company in issue. I have been advised that there are at least 2 members present in person and that I have received proxy forms representing 155,115,344 votes from members who are not attending in person, but have appointed me as our Chief Legal Officer, Tom -- or our Chief Legal Officer, Tom Russell, as their proxy to vote on all proposed resolutions on a poll. I therefore can confirm that there is a quorum present and that the meeting has been properly convened. I'd like to now commence the formal proceedings of this meeting. The notice convening the meeting was sent to you on 6th November 2023 and further copies are available on the company's website and on the website provided on the notices. Accordingly, I will take the notice as read. The notice invited 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 will now therefore propose each resolution as referred to the notice of the meeting. I will put the resolutions to the meeting one after the other. Each resolution will be voted upon the poll -- by the poll. Resolution 1 is an ordinary resolution to receive and approve the annual report, the audited financial statements, the directors' report and the orders report for the financial year ended 31 December 2022. The number of proxy votes received in favor of this resolution is 154,983,809, and the number of proxy votes received against this resolution is 98,557. 32,968 votes abstained. Accordingly, I declare this resolution passed. Resolution 2 is an ordinary resolution to reappoint myself, David Levy, as Class II Director of the company for a term of 3 years that expires at the third Annual General Meeting of the company's shareholders following such election and until he ceases to serve in his office in accordance with the company's amended and restated articles of incorporation, and who, being able, offers himself for reappointment as a director. The number of proxy votes received in favor of this resolution is 148,240,635. The number of proxy votes received against this resolution was 6,499,354. 375,354 votes abstained. Accordingly, I declare the resolution passed. Resolution 3 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 completion of the SEC audit for the financial year ended December 31, 2023. The number of proxy votes received in favor of this resolution is 155,012,703, and the number of proxy votes received against this resolution was 55,161. 47,470 votes abstained. Accordingly, I declare the resolution passed. Resolution 4 is an ordinary resolution to reappoint BDO LLP as auditor of the company with respect to its Guernsey statutory accounts from the end of the meeting until the end of next Annual General Meeting of the company. The number of proxy votes received in favor of this resolution is 155,029,462, and the number of proxy votes received against this resolution was 40,479. 45,393 votes abstained. Accordingly, I declare the resolution passed. Resolution 5 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 154,735,621, and the number of proxy votes received against this resolution is 62,092. 317,621 votes abstained. Accordingly, I declare the resolution passed. Resolution 6 is an ordinary resolution to authorize the company to make one or more market acquisitions of up to 14.99% of shares in issue as of the date of the meeting. The full text of the 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 135,938,481, and the number of proxy votes received against this resolution was 18,612,649. 564,204 votes abstained. Accordingly, I declare the resolution passed. 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 your attendance. The results of the poll votes will be announced after this meeting.