Jamieson Wellness Inc. (JWEL) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to the 2024 Annual General Meeting of Shareholders of Jamieson Wellness Inc. Please note that today's meeting is being recorded. On the call today from the Jamieson Wellness Board of Directors and management team, our Tim Penner, Chair of the Board; Michael Pilato, President and Chief Executive Officer; and Chris Snowden, Chief Financial Officer and Corporate Secretary. Following the formal portion of the meeting, we will have a question-and-answer session. However, registered shareholders and duly appointed proxy holders will be able to submit questions or comments at any time during the meeting by clicking on the message icon. Please note that forward-looking statements may be made in response to your questions during the question-and-answer portion of the meeting. These statements reflect the company's current expectations regarding future events. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the company's control that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the factors discussed in Jamieson's filings with the Canadian Securities Administrators. These statements do not guarantee future performance, and therefore, undue reliance should not be placed upon them. The company does not undertake any obligation to update the forward-looking statements made during this meeting, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before I turn the call over to Mr. Penner, we would like to remind listeners that the company may refer to certain non-IFRS and other financial measures during this audio webcast. For further details on non-IFRS and other financial measures, including relevant definitions and certain reconciliations, see Jamieson's filings with the Canadian Securities Administrators. Also, please note that unless otherwise stated, all figures discussed today are in Canadian dollars and are occasionally rounded to the nearest million. It is now my pleasure to turn today's meeting over to Tim Penner, Chairman of the Board. Mr. Penner, the floor is yours.

Good afternoon. My name is Tim Penner, Chair of the Board of Directors, and I would like to welcome you to this annual meeting of the holders of common shares of Jamieson Wellness Inc., which I will refer to today as Jamieson. For those of you who are shareholders, thank you for joining us today. We also welcome all other guests in attendance. I have on the line Michael Pilato, our President and Chief Executive Officer; and Chris Snowden, Chief Financial Officer and Corporate Secretary of Jamieson. Jamieson decided to hold its meeting in a virtual format in order to provide shareholders with easy access and an equal opportunity to attend and participate in the meeting. By conducting our meeting virtually, Jamieson aims to provide shareholders a safe and convenient opportunity to participate without incurring significant travel costs or being restricted by time constraints. A virtual meeting format also aligns with our sustainability strategy. The purpose of this meeting is the following: one, to receive Jamieson's financial statements for the year ended December 31, 2023, and the auditor's report thereon; two, to elect the Board of Directors of Jamieson for the ensuing year; three, to reappoint Ernst & Young LLP as the auditors of Jamieson for the ensuing year and authorize the directors to fix their remuneration; and four, to consider and if deemed advisable, approve an advisory resolution on Jamieson's approach to executive compensation. These matters are set out in the company's management information circular made available to shareholders in connection with this meeting. Jamieson elected to send out proxy-related materials for this meeting to shareholders using the notice and access provisions under National Instrument 51-102, Continuous disclosure obligations and National Instrument 54-101, Communications with beneficial owners of securities of a reporting issuer. I will refer to these provisions in these -- in this meeting as the notice and access provisions. As this meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. First, questions can be submitted using the instant messaging service of the virtual interface. Please note that only registered shareholders or duly appointed proxy holders are entitled to submit questions in respect of a motion during the formal part of the meeting. Second, when asking a question, please indicate your name, which entity you represent, if any, and confirm whether you are a registered shareholder or a duly appointed proxy holder. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such person represents. Third, questions may be submitted during the formal part of the meeting but will only be addressed during the question period at the end of the meeting. However, questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Fourth, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. The online voting is open for all resolutions at this time. Registered shareholders and duly appointed proxy holders will be asked to vote on each item of business. If you are a beneficial owner of common shares and have not appointed yourself as a proxy holder and are, therefore, attending this meeting as a guest, you will not be entitled to vote. Fifth, when you vote, you will receive a message on the virtual interface requesting you to register your votes. You will only be permitted to vote while the polls are open. If you use your control number to log into the meeting, any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote at the meeting. We will now proceed to the formal portion of today's meeting. I will act as Chair of the meeting; and Chris Snowden, Jamieson's Chief Financial Officer and Corporate Secretary, will act as Secretary. With the consent of the meeting, I will appoint Computershare Investor Services Inc. through its representatives as scrutineer to compute the votes of any polls taken at this meeting and to report thereon to me as Chair. The notice calling this meeting, the accompanying management information circular dated March 11, 2024, the consolidated financial statements for the years ended December 31, 2023, and 2022 and auditor's report thereon and the form of proxy have been provided to each shareholder of record of Jamieson at the close of business on March 25, 2024 by mail or electronically in accordance with the notice and access provisions. And I have been advised by Computershare Investor Services, Inc. and have been provided with an affidavit of mailing, one moment while I take some water, together with a form of proxy were mailed to each shareholder of record at the close of business on April 26, 2024, with the consent of the meeting reading of the notice of the meeting will be dispensed with. I therefore declare that proper notice of this meeting has been given. A quorum of shareholders is at least 2 holders of common shares present in person or by telephonic or electronic means and holding or representing by proxy not less than 25% of the votes entitled to be cast at the meeting. I have received the preliminary report on attendance from the scrutineer and have determined that a quorum is present. I adopt this report and as notice has been served in accordance with the Ontario Business Corporations Act and the bylaws, I declare this meeting to be regularly called and properly constituted for the transaction of business. On behalf of the Board, I thank those shareholders who have chosen to attend the meeting today. I also thank those who submitted their proxies in advance. In order to have the meeting proceed efficiently, certain individuals have been asked to move and second the motions, which are to be called for the notice of meeting. This is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to the motion may do so after the motion has been seconded. The first item of business is to put before the meeting Jamieson's financial statements for the fiscal year ended December 31, 2023, and the auditor's report thereon. Those financial statements, together with the auditor's report thereon and forming part of the 2023 annual report, were made available to all shareholders of Jameson by mail or electronically in accordance with the notice and access provisions. We would be pleased to receive any questions you may have regarding the financial statements during the question period later in this meeting. We will dispense with the reading of the financial statements and the auditor's report thereon. The second item of business is the election of directors. Pursuant to Jamieson's articles, there can be at any time, a minimum of 3 and a maximum of 10 directors of Jamieson. As described in the management information circular made available to shareholders in connection with this meeting, there are 8 nominee directors for election as directors. The nominees are: Heather Allen; Dr. Lou Aronne; Tania Clarke; Michael Pilato; Timothy Penner, Catherine Potechin; Francois Vimard; Mei Ye. I will now nominate the directors. I nominate each of the persons whose name appears in the Management Information Circular under the heading Election of Directors to be a director of Jamieson until the close of the next Annual Meeting of Shareholders or until their successors are appointed. I am advised that each of the nominees has consented in writing to act as a Director of Jameson. It is now in order for someone to move and someone to second a resolution electing those nominated directors.

Mr. Chairman, my name is Ruth Winker, and I am a shareholder. I move that the persons who have been nominated for election as directors be elected as directors of Jamieson for the ensuing year or until their successors are elected or appointed.

My name is Carmel James, and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. As you know, Jamieson allows for the election of directors on an individual basis. According to our majority voting policy, any nominee who receives a greater number of votes withheld than votes for cast with respect to his or her election by the shareholders in an uncontested election of directors, will tender his or her resignation promptly to the Governance Compensation and Nominating , which will recommend to the Board whether or not to accept such resignation. I should advise the meeting that by virtue of votes already received by proxy, it is clear that all directors will receive more than enough folks to be elected today. I would like to advise the meeting that Jamieson did not receive any further nominations in accordance with its bylaws. I declare the nominations closed, and I declare this motion to be carried. And Heather Allen; and Dr. Louis Aronne; Tania Clarke, Michael Pilato, Timothy Penner, Catherine Potechin; Francois Vimard and Mei Ye to have been elected as directors of Jamieson for the ensuing year or until their successors are elected or appointed. The next item of business is the appointment of auditors for the ensuing year and the authorization of the directors to fix their remuneration. May I have a motion, please?

Mr. Chairman, my name is Carmel James, and I'm a shareholder. I move that Ernst & Young LLP chartered accountants be reappointed auditors of Jamieson to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed, as such remuneration as may be fixed by the directors and the directors are authorized to fix such remuneration.

My name is Ruth Winker, and I am a shareholder. I second the motion.

You have heard the motion duly made and seconded. Unless there are any questions, I will move to the next item of business. The next item of business is to consider an advisory resolution approving Jamieson's approach to executive compensation as disclosed in the Management Information Circular under the heading Compensation of Executive Officers. Each year, the Board of Directors offered shareholders the opportunity to cast at each Annual General Shareholder Meeting and advisory vote on Jamieson's approach to executive compensation. As this is an advisory vote, the Board will not be bound by the results of the vote. However, the Board will take the results of the vote into account together with feedback received from shareholders when considering its approach to executive compensation in the future. May I have a motion, please?

Mr. Chairman, my name is Ruth Winker, and I'm a shareholder. I move that the advisory say-on-pay resolution set out in Schedule A to Jamieson's management information circular dated March 11, 2024, be approved.

My name is Carmel James, and I am a shareholder. I second the motion.