illumin Holdings Inc. (ILLM) Earnings Call Transcript & Summary

Welcome to the 2023 Annual and Special Meeting of AcuityAds Holdings Inc. Please note that the meeting is being recorded. I would like to introduce Sheldon Pollack, Chair of today's meeting. Mr. Pollack, the floor is yours.

Thank you. Welcome to the Annual and Special Meeting of Shareholders of AcuityAds Holdings Inc. My name is Sheldon Pollack and as a Chair of the Board of Directors of the corporation, I will chair today's meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance. We are pleased to host the meeting through this Virtual Media platform accessible to all our shareholders regardless of physical location. Please note that only registered shareholders and duly appointed proxy holders of AcuityAds Holdings Inc. are permitted to participate in the voting and ask questions on those matters which will be considered during the formal portion of this meeting. I now call to order the Annual and Special Meeting of the corporation shareholders. With the consent of the meeting, I appoint Elliott Muchnick as the Secretary of the meeting. I also appoint Lori Winchester of TSX Trust Company as scrutineer of the meeting to report on the holders of common shares present in person, to report on the number of common shares represented at this meeting, to tabulate the votes on any ballot taken at this meeting and to report thereon to me as a Chair of the meeting. I have received the scrutineers' preliminary report on attendance at today's meeting, and I can confirm that there is a quorum present at this meeting. A copy of the final report on attendance will be filed with the record of the meeting. We received confirmation from our transfer agent, TSX Trust Company, indicating that proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws of the corporation. I direct that a copy of the notice with proof of mailing to be kept by the secretary with the records of the meeting. The purposes of today's meeting are set out in the management information circular dated May 12, 2023, copies of which were mailed to shareholders on May 24, 2023, together with the notice of this meeting and the form of proxy. In addition to the customary annual meeting matters, there's also 1 item of special business for your consideration today. You'll be asked to consider and, if not advisable, pass with or without variation, a, a special resolution to approve the corporation to change its name from AcuityAds Holdings, Inc. to illumin Holdings, Inc. We will refer to the special resolution as a name change resolution and an ordinary resolution to approve the unallocated awards, rights and other entitlements under the corporation's Omnibus Incentive Plan. We will refer to this ordinary resolution as the LTIP renewal resolution. Before we proceed to the matters to be considered at this meeting, as this meeting is being held virtually via webcast, I will set out a few rules for the orderly conduct of the meeting. One, questions in respect of a motion may be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service of the TSX Trust platform. Please note that there will be a slight delay in the publication of the communications received. Two, when submitting a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Three, questions will generally appear shortly after they are submitted, but I will only be addressing most questions during the question period at the end of this meeting. However, in my discretion and procedural matters are directly related to the motion before the meeting. For the purposes of the meeting today, voting on all matters will be conducted by an electronic ballot. Voting on all matters will be possible starting in a few moments. Once the polls are declared open, registered shareholders and duly appointed proxy holders, they cast their votes by clicking on the voting button on the left side of the screen. Voting on all matters of the meeting will be open at the same time. If you've already submitted your vote by proxy, you should not vote during the meeting unless you wish to change your vote. I now declare the polls open on all resolutions without the registered shareholders or proxy holders may choose to register their votes at any time now until we close the polls at the end of the meeting. I now declare that this meeting is regularly called and properly constituted for the transaction business. To expedite the formal part of the meeting, I will move all motions and dispense with the requirement for seconding of motions. The first segment of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2022, and the auditor's report thereon. These financial statements and the auditor's report were mailed to shareholders on May 24, 2023, and are also posted and available on SEDAR. I'll dispense at the reading of the auditor's report. Management will entertain questions with respect to the financial statements of the corporation in the general question period after the formal portion of today's meeting. The next matter to be acted upon is the election of 7 individuals to the Board of Directors. The term of office of the directors is from today from today until the close of the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As per the management information circular, the following persons have been nominated as directors of the corporation to hold office until the close of the next annual meeting of the shareholders or until his or her successors are duly elected or appointed: Roger Dent, Tal Hayek, Paul Khawaja, Igal Mayer, Michele Tobin, Yishay Waxman. Each of the persons nominated has confirmed that he or she is prepared to serve as a director, and each of them qualifies as a director under the provisions of the Canada Business Corporation Act. The Act requires that the Board of Directors be elected. Proxies have been solicited for each of the 7 proposed qualified persons. Corporation did not receive notice of any director nominations in connection with the meeting in accordance with the advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the are the [indiscernible] names I have mentioned. Since there are no other nominations, I move a motion proposing the election of these 7 directors. The motion is now on the floor. As mentioned at the beginning of this meeting, voting today will be conducted by electronic ballot. You will be prompted to vote on all items after the presentation of the final item of business. However, if you wish, you may choose to register your votes at any time, including now. I'll now move to the next item of business, which is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants and the auditors of the corporation. I move that PricewaterhouseCoopers LLP, Chartered Professional Accountants will be appointed auditors of the corporation until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor. You will be prompted to vote on the appointment of auditors after the presentation of all business items for this meeting. I'll now move to the next item of business, which is the approval of the corporation's name change resolution. The Board has determined that it would be the best interest of the corporation to change the name from AcuityAds Holdings, Inc. to illumin Holdings, Inc., herein referred to as a name change, consistent with the corporation's rebranding to illumin. The Board has determined that the name change is in the best interest of the corporation to reflect the illumin brand across all levels of the corporate structure of the corporation. The proposed name of the corporation is the same as the name of the corporation's revolutionary journey advertising platform, illumin, and will reflect the platform success and adoption in the market. The corporation has notified the Trial Stock Exchange and the NASDAQ of the proposed name change subject to shareholder, the Toronto Stock Exchange and the NASDAQ approval of the name change is expected that the common shares of the corporation will commence trading on the Toronto Stock Exchange under the new name, opening of business 2 or 3 days subsequent to the effecting of the name change by the corporation, subject to the receipt by the Toronto Stock Exchange of the necessary documentation. The text of the name change resolution is set out on Page 16 and 17 of the management information circular. In order for the name change resolution to be approved, it must receive the affirmative vote of not less than 2/3 of the votes cast in respect thereof by the shareholders of the corporation present today virtually, in person or represented by proxy. I move that the corporation's name change resolution be approved. The motion is now on the floor. You'll be asked to vote on the approval of the corporation's name change resolution after presentation of all business items for this meeting. I'll now move to the next item of business, which is the approval of the corporation's LTIP renewal resolution. Corporation's Omnibus incentive plan is designed to promote the alignment of interest among employees, directors, officers and shareholders of the corporation. The Omnibus incentive plan allows for a variety of equity-based awards that provide different types of incentives to be granted to certain officers, directors, employees and consultants. The rules of the Toronto Stock Exchange require that every 3 years, after institution, all allocated awards, rights or other entitlements under the security-based compensation arrangement that does not have a fixed maximum number of securities achievable must be approved by shareholders. The corporation's Omnibus incentive plan was last approved by shareholders on June 16, 2020. Under the current rules of the Toronto Stock Exchange, shareholder approval of the unallocated awards, rights or other entitlements under the Omnibus incentive plan as provided for below will remain valid for 3 years following today's meeting. The text of the LTIP renewal resolution is set out on Page 18 of the management information circular. In order for this LTIP renewal resolution to be approved, it must receive the affirmative vote of not less than the majority of votes cast in respect thereof by the shareholders of the corporation present today, virtually, in person or represented by proxy. I move that the corporation delta for renewal resolution be approved. The motion is now on the floor. You'll be prompted to vote on the approval of the corporation's LTIP renewal resolution after presentation of all business items for this meeting. I will now move to the voting items of business. As previously mentioned, voting today will be conducted by electronic poll. You'll now be promoted -- you will now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing on the for or withhold or against buttons next to on the name of each proposed director to the resolution with respect to the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the corporation's auditors and the approval to fix the remuneration of the auditors; three, the approval of the name-change resolution; and four, the approval of the LTIP renewal resolution. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. Please note that once the polls are declared closed, you will no longer be able to submit your votes. We'll wait a few moments for the completion of electronic ballots and then move on with the remainder of the meeting. We'll provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer can file the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. [Voting]

Mr. Chairman, we have received the scrutineer's go-ahead.

Great. Thank you for waiting. I now declare the polls closed. I have received the scrutineer's report and confirming the following: one, each of the 7 nominees have been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; two, the appointment of PricewaterhouseCooper's LLP, Chartered Professional Accountants as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix the remuneration; three, the corporation's name change resolution as set forth on Pages 16 and 17 of the management information circular has been approved; and four, the corporation's LTIP renewal resolution set forth on Page 18 of the management information circular has been approved. I directed the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the Toronto Stock Exchange and filed on SEDAR. Since I'm not aware of any further business to be brought before the meeting, I declare the meeting terminated. As the formal business of the meeting of shareholders of the corporation has now been completed, I'd like to turn over the floor to our Chief Executive Officer, Tal Hayek; and Chief Financial Officer, Elliot Muchnick for a question-and-answer period. I ask that all registered shareholders who would like to ask a question use the ask-the-question feature on the TSX Trust platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, you confirm you're a registered shareholder or a duly appointed proxy holder. Please ask your questions on topics relating to today's subject matter and keep your questions short and to the point. Only questions directly pertaining to today's business items for the meeting will be answered. We'll now give attendees a brief moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked the question and, if applicable, the entity of such person represents. We'd like to remind you that the questions which were already answered or that are redundant or repetitive will not be published nor answered.

Mr. Chair, there are no questions pending.

Great. There being no further questions, we are now concluding the question-and-answer portion of this meeting. On behalf of the management, our Board of Directors and our employees, I'd like to take the opportunity to thank everyone for attending the meeting today. I'd like to thank all of our shareholders for their commitment and continued support. This meeting has now ended. We look forward to your attendance again next year.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.