Innodata Inc. (INOD) Earnings Call Transcript & Summary

Good morning, and welcome to the Innodata Inc. Annual Meeting of Shareholders. I would now like to introduce our first presenter, Mr. Toor.

Good morning, everyone. Welcome to the 2021 Annual Meeting of the Stockholders of Innodata, Inc. I'm Nick Toor, Chairman of the Board of Directors of Innodata. Due to the public impact of the coronavirus pandemic, this year's meeting format is a virtual-only meetings format. [Operator Instructions] During the meeting, questions from the stockholders should pertain to the proposal being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so in the general Q&A session following the meeting. At this time, I call the meeting to order. There are 4 items of business on today's agenda: number one, the election of directors; two, the ratification of the appointment of the company's independent auditors; three, the approval on an advisory basis of the compensation of the named executive officers; and lastly, the approval of the company's 2021 Equity Compensation Plan. I will act as Chairman of this meeting, Amy Agress, Innodata's General Counsel and Secretary will act as secretary of the meeting. I would like to take this opportunity to introduce Jack Abuhoff, Chief Executive Officer and Director of the company; Louise Forlenza and Stewart Massey, Directors of the company; and Mark Spelker, the company's Chief Financial Officer. Anita Somani and Vishal Divadkar, partners of our independent auditors, BDO, are also present and will be available to respond to appropriate questions during the general Q&A session. Mr. Spelker has been appointed to act as the inspector of elections. The inspector of elections has presented to the secretary, has signed oath as inspector of elections, and such oath will be filed with the minutes of the meeting. The Board of Directors set April 12, 2021, as the record date for determining persons entitled to vote at this shareholders' meeting. We have a list of the stockholders of record as of that date, and this list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The secretary will present the affidavit of distribution of the notice of meeting and the accompanying proxy material and annual report and report on the existence of a quorum for the meeting.

Mr. Chairman, I present a copy of the notice of the annual meeting and proxy statement and affidavit that copies thereof were duly distributed commencing April 22, 2021, to the holders of common stock of the company as of the close of business on April 12, 2021, the record date for the determination of stockholders entitled to vote at this meeting. There are represented at the meeting either virtually or by proxy 17,034,492 shares of common stock, $0.01 par value per share out of the total number of 26,296,813 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to 1 vote. Accordingly, there are an aggregate of 26,296,813 votes entitled to be cast at this meeting, of which 64.8% are present virtually or represented by proxy. Accordingly, a quorum is present, and the meeting is duly constituted and the business of the meeting may proceed.

Thank you, Ms. Agress. The report of the secretary on the existence of a quorum is accepted. I direct that the affidavit of mailing be made part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called. It is 11:09 a.m. on June 8, 2021, and the polls for voting on all matters are open. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. The polls will be closed after we present all matters on the agenda. The first item of business today is the election of directors. Four directors shall be elected at today's meeting. Those 4 nominees receiving the highest number of votes of shares present virtually or by proxy at this meeting will be elected as directors. The directors elected today will hold office until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. As indicated in the company's proxy statement, the Board of Directors has nominated and recommends the following persons as directors of the company: Jack Abuhoff, Louise Forlenza, Stewart Massey, Nick Toor. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The second item of business being submitted to stockholders for action is the ratification of the appointment by the Board of Directors of BDO India LLP as the company's independent auditors for the fiscal year ending December 31, 2021. This proposal will pass if it receives the affirmative vote of a majority of the shares present virtually or represented by proxy at this meeting and entitled to vote on this matter. The third item being -- of business being submitted to stockholders for action is the approval on an advisory basis of the compensation of the company's named executive officers. This proposal will pass if it receives the affirmative vote of a majority of the shares present virtually or represented by proxy at this meeting and entitled to vote on the matter. The fourth item of business being submitted to stockholders for action is the approval of the company's 2021 Equity Compensation Plan. This proposal will pass if it receives the affirmative vote of a majority of the shares present virtually or represented by proxy at this meeting and entitled to vote on the matter. If there are no appropriate questions related to the 4 proposals, we'll move on to the next paragraph. The polls are about to close. So if you have not yet voted, please do so. [Voting]

It is now 11:13 a.m. and since everyone has had the opportunity to vote, the polls are closed. The inspector of election has delivered its preliminary report and I will now announce the preliminary results. Based on the inspector of election's preliminary report, the 4 nominees for election as director has been elected as a director of the company to serve for the term expiring on the date of the company's 2022 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. A majority of the shares present at this meeting virtually or by proxy and entitled to vote on the matter voted in favor of the ratification of the appointment of BDO India LLP to act as the company's independent auditors for the fiscal year ending December 31, 2021. And accordingly, this proposal has been ratified. A majority of the shares present at this meeting virtually or by proxy and entitled to vote on the matter voted in favor of the approval, on an advisory basis, of the compensation of the company's named executive officers. And accordingly, this proposal has been approved. A majority of the shares present at this meeting virtually or by proxy and entitled to vote on the matter voted in favor of the approval of the company's 2021 Equity Compensation Plan. And accordingly, that proposal has been approved. We will file the final report of the inspector of elections with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding the company and its business. To stay compliant with SEC regulations and our responses to your questions, it will be current through May 6, the date of Innodata's earnings call and the filing of the 10-Q for the first quarter. Please follow the instructions provided on the virtual meeting screen to submit questions. I see that there are no questions at this time. Ladies and gentlemen, thank you for attending today's meeting.