Jones Soda Co. (JSDA) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Jones Soda Company. Our host for today's call is Jamie Colbourne, CEO. [Operator Instructions] I would now like to turn the call over to your host. Mr. Colbourne, you may begin.

Welcome to our 2020 Annual Meeting of Shareholders. I will now call this meeting to order. I'm Jamie Colbourne, CEO of Jones Soda and I will be chairing the meeting. Joe Culp, our Controller, will act as Secretary of the meeting. Please note that following the business portion and adjournment of the meeting, we will provide an opportunity for your questions. Before we get to the business of today's meeting, I would like to introduce the directors of Jones Soda in attendance: Jeff Anderson, Jennifer Cue, Michael Fleming, Paul Norman and Clive Sirkin. Representing our independent registered public accountants, BDO U.S.A., LLP is Nathan Herman, partner. Representing our outside Gender Council, Summit Law Group, PLLC are Laura Burton and Mark Worthington. On or about April 3, 2020, an official notice of this annual meeting, together with a proxy card, was mailed to each shareholder of record as of March 18, 2020, the record date for this meeting. The notice contained instructions on how to access the proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2019. The Inspector of Elections has a list of the shareholders of record. I have, for inclusion in the record of this meeting, the affidavit of mailing from Broadridge. Broadridge Financial Solutions, Inc., our register and transfer agent, will act as Inspector of the Election for today's meeting, and in that capacity, will tabulate all votes. They have signed an oath to act as inspector of election, and the oath will be filed with the minutes of this meeting. Joe Culp will now read the Inspector of Elections report on attendance.

As of March 18, 2020, the record date for this meeting, there were 61,667,668 shares of the common stock entitled to vote at the meeting. At the opening of the meeting, there are at least 55,818,896 shares of common stock present in person or by proxy, which represented 90.51% of the shares entitled to vote.

Based on this report, there's a quorum of shareholders present and we may now proceed with the official business of the meeting. The last annual meeting of the company was held on May 9, 2019, and the minutes of that meeting are filed in the company's minute book and are available for inspection. We will now move to the matters for shareholder vote. At this time, the polls are open. There are 3 matters to be considered at this meeting. We will discuss and then proceed to vote on each. The first matter to be considered is the election of 5 directors to serve for the ensuing year and until their successors are duly elected. The directors up for election are: Jeffrey D. Anderson, Jennifer L. Cue, Michael M. Fleming, Paul Norman and Clive Sirkin. Mick?

My name is Michael Fleming. I move that Jeffrey D. Anderson, Jennifer Cue, Michael Fleming, Paul Norman and Clive Sirkin be elected as proposed.

My name is Jeff Anderson, and I second the motion.

Is there any discussion? [Voting]

That concludes the discussion of the election of directors. We will now vote. If you have not already voted by proxy or not yet completed your ballot, please do so at this time. If you have previously filed a proxy, it is not necessary for you to vote or take any other action unless you was change your vote. If you wish to change your vote, you may revoke your proxy at this time and cast the vote online. If you do so, please notify the inspector that you have already filed a proxy so that it may be canceled. [Voting]

According to the preliminary report of the Inspector of Elections, each of Jeffrey D. Anderson, Jennifer L. Cue, Michael M. Fleming, Paul Norman and Clive Sirkin, have been elected to the Board of Directors.

The second matter to be considered is the ratification of BDO U.S.A., LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Again, my name is Mick Fleming. I move that the proposal to retain our ratification of BDO be approved.

My name is Jeff Anderson, and I second the motion.

Is there any discussion? [Voting]

That concludes the discussion regarding the ratification of the company's independent registered public accounting firm. We will now vote. If you have not already voted by proxy or have not yet completed your ballot, please do so at this time. If you have previously filed a proxy, it is not necessary for you to vote or take any other action unless you wish to change your vote. If you wish to change your vote, you may revoke your proxy at this time and cast the vote online. If you do so, please notify the inspector that you have already filed a proxy so that it may be canceled. [Voting]

According to the preliminary report of the inspector of elections, the proposal to ratify BDO USA LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has passed.

The third matter to be considered is the advisory vote on the compensation of our named executive officers as disclosed in the proxy statement.

My name is Mick Fleming and I move that the proposal for stay on pay be approved.

My name is Jeff Anderson, and I second the motion.

Is there any discussion? [Voting]

That concludes the discussion of the advisory vote on executive compensation. We will now vote. If you have not already voted by proxy or have not yet completed your ballot, please do so at this time. If you have previously filed a proxy, it is not necessary for you to vote or take any other action unless you wish to change your vote. If you wish to change your vote, you may revoke your proxy at this time and cast the vote online. If you do so, please notify that read the inspector that you have already filed a proxy so that it may be canceled. [Voting]

According to the preliminary report of the inspector of elections, the proposal to approve the named executive officer compensation on an advisory basis has approved.

Thank you. I hereby declare that all matters presented are hereby approved and adopted. We will publish the final results of voting in a current report on Form 8-K to be filed with the SEC within 4 business days of this meeting. There being no further business, the shareholder meeting is adjourned. We'll now be available for any questions. However, before we begin, I'd like to turn to Joe for the safe harbor disclosure.

I would like to remind you that various remarks that we make during this discussion about future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements. As a result of various important factors, including factors discussed in our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q, which are filed on line with the SEC. I will now turn the call back over to Jamie Colbourne.

We will now open the meeting for questions that were submitted online from shareholders during the meeting. Please give us a moment to review the questions. With no questions, we want to thank you for attending our annual meeting and your continued support of our company.

This now concludes the meeting. Thank you for joining and have a pleasant day.