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 Kenneth Kay, the Chair of the company. Also present is Mr. Mark Tumulty from Continental Stock Transfer & Trust Company, our transfer agent. Mr. Tumulty will serve as Inspector of the Election. Notice of the 2024 Annual General Meeting referred to hereafter as the notice has been given in accordance with the company's articles of incorporation and is set out in the letter from the chair dated 7 November 2024. 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 have been advised that there are at least 2 members present in person and that I have received proxy forms representing 68.617% votes from members who are not attending in person, but have appointed me or our Chief Legal Officer, Tom Russell, as a proxy to vote on all the proposed resolutions on a poll. I, therefore, can confirm that there is a quorum present and 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 7 November 2024, and further copies are available on the company's website and on the website provided in the notice. Accordingly, I will take the notice as read. The notice invited questions from shareholders relating to the business 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 stated in the notice. I will put the resolutions to the meeting one after another. Each resolution will be voted upon by poll. Resolution 1 is an ordinary resolution that the annual report, the audited financial statements, the directors' report and the auditor's report for the financial year ended 31 December 2023, be received and approved. The number of proxy votes received in favor of this resolution is 149,782,718 and the number of proxy votes received against this resolution is 30,708. 216,720 votes abstained. Accordingly, I declare the resolution passed. Resolution 2 is an ordinary resolution seeking approval of the reappointment of Mark Locke as a Class III Director of the company for a term of 3 years to expire 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 or any law, whichever is earlier, and who, being eligible, offers himself for reappointment as a director. The number of votes -- the number of proxy votes received in favor of this resolution is 148,615,424 and the number of proxy votes received against this resolution is 1,346,424. 68,298 votes abstained. Accordingly, I declare the resolution passed. Resolution 3 is an ordinary resolution for the reappointment of WithumSmith+Brown, PC as auditor of the company with respect to its accounts filed with the SEC from the end of the meeting until the completion of the SEC audit for the financial year ended December 31, 2024. The number of proxy votes received in favor of this resolution is 149,887,255 and the number of proxy votes received against this resolution is 76,726. 66,165 votes abstained. Accordingly, I declare the resolution passed. Resolution 4 is an ordinary resolution for the reappointment of BDO LLP as auditor of the company with respect to its Guernsey statutory accounts from the end of the Annual General 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 149,879,620, and the number of proxy votes received against this resolution is 77,963. 72,563 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 149,895,089, and the number of proxy votes received against this resolution is 84,046. 51,011 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 its ordinary shares being 14.99% of the shares in issue as at 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 119,575,678, and the number of proxy votes received against this resolution is 29,927,309. 527,159 votes abstained. Accordingly, I declare the resolution passed. As the formal business of the meeting has been concluded, I now declare the meeting closed, and on behalf of the Board, I would like to thank you for your attendance. The results of the poll votes will be announced after this meeting.