Intellicheck, Inc. (IDN) Earnings Call Transcript & Summary

Ladies and gentlemen, I'm Guy Smith, Chairman of the Board of Intellicheck, Inc. and Chairman of this meeting. I hereby call this 2023 Annual Meeting of Stockholders to order. On behalf of my fellow directors and the officers of the company, it is my pleasure to welcome you to this annual meeting. I would like to take this opportunity to introduce directors and officers of the company who are participating virtually today: Dondi Black, Director; Greg Braca, Director; General Jack Davis, Director; Bill Georges, Director; Dylan Glenn, Director; Bryan Lewis, Chief Executive Officer and Director. The company will take written questions from stockholders regarding the proxy only and will answer questions presented by stockholders after the meeting has ended. I've asked Jeffrey Ishmael to act as Secretary of this meeting and to record the minutes. Before considering the business to be taken up at this meeting, I would like Mr. Ishmael to report on the formal steps taken in connection with the meeting.

Mr. Chairman, the Board of Directors has adopted resolutions which provide that this meeting be held today and which fixed the close of business on March 13, 2023, as the record date for determination of stockholders entitled to notice and to vote at this meeting. I hereby present the affidavit of Cornelius Cox, an employee of Continental Stock Transfer & Trust Company, the company's transfer agent, which states that the notice of the 2023 Annual Meeting of Stockholders, proxy statement and proxy card were mailed on or about April 18, 2023, to each holder of the company's common stock at the close of business on the record date.

Thank you, Mr. Ishmael. I would like you to file the affidavit as to the mailing of the proxy materials in the minute book of the company with the minutes of this meeting. If there are persons participating virtually who are proxies for stockholders and have not yet voted their shares, please do so now. Are there any stockholders present and participating virtually who have not voted and desire to do so? Please vote now. Are there any stockholders present and participating virtually who have submitted a proxy but now desire to change any of the votes on your original proxy card? Please vote now. I hereby appoint Henry Farrell, an employee of the Continental Stock Transfer & Trust Company, the company's transfer agent, to act as inspector of election of this meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.

Mr. Chairman, I present to you electronically the oath I have signed as the inspector of election.

The oath of the inspector of election will be filed with the minutes of this meeting. Will the inspector now provide us with the count of the stockholders present in person or by proxy?

Mr. Chairman, I can report that on the preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present participating virtually or by proxy and will render an exact report at the end of the meeting.

Since the holders of record of a majority of the voting power of outstanding shares of common stock of the company entitled to vote at this meeting are present in person or by proxy, I declare that a quorum is present. The first order of business is the election of 8 directors. The persons receiving a plurality of the votes of the shares present in person or represented by proxy shall be elected. Each director will hold that position for a term of 1 year and until his successor has been duly elected and qualified. Nominations for directors were made by the Nomination and Governance Committee of the company's Board of Directors, and the 8 nominees were included in the ballots included in the proxy materials mailed to shareholders. The second order of business is the approval of the appointment of FORVIS, LLP as the company's independent auditors for the 2023 fiscal year. The Audit Committee of the Board of Directors appointed EisnerAmper, and this appointment was included in the ballots included in the proxy materials mailed to the stockholders. The third order of business is the approval of the advisory votes to approve compensation for our named executive officers. This advisory vote was included in the ballots included in the proxy materials mailed to shareholders. The fourth order of business is the approval of the frequency of future advisory votes to approve executive compensation. This advisory vote was included in the ballots included in the proxy materials mailed to shareholders. I now call for votes for the election of directors, the approval of the appointment of FORVIS, LLP as the company's independent auditors for the 2023 fiscal year, the approval of the advisory votes to approve compensation for our named executive officers and the approval of the frequency of future advisory votes to approve executive compensation. [Voting]

I now declare the polls closed with respect to the election of directors, the approval of the appointment of FORVIS, LLP as the company's independent auditors for the 2023 fiscal year, the approval of the advisory votes to approve compensation of our named executive officers and the approval of the frequency of future advisory votes to approve executive compensation. Now I would like to have the inspector of election complete his report showing a final count of the stock represented here today in person or by proxy and the tally of the votes cast regarding each proposal.

As the inspector of election, I hereby report that there are, on a preliminary count, 14,365,101 shares of common stock entitled to vote represented at this meeting either in person or by proxy, comprising approximately 75% of the voting power of outstanding common stock of the company.

Thank you, Mr. Farrell. I declare that based on the information you have given me and the preliminary report of the inspector of elections, through a plurality of shares voted, Dondi Black, Greg Braca, General Jack Davis, Bill Georges, Dylan Glenn, Bryan Lewis, David Ullman and I, Guy Smith, have been elected as directors of the company to serve a 1-year term. The appointment of FORVIS, LLP, independent auditors of the company, has been approved. The advisory votes to approve compensation of our named executive officers has been approved. The frequency of future advisory votes to approve executive compensation has been approved for 1 year.

I move that the meeting be adjourned.

I second the motion. There being no objections to the motion made to adjourn this meeting, I hereby declare this meeting adjourned. Thank you to all of our shareholders for joining us.