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

Welcome to the Jones Soda Co. 2021 Annual Meeting of Shareholders. I would now like to introduce the first presenter, Mark Murray, CEO of Jones Soda Co.

Welcome to our 2021 Annual Meeting of Shareholders. I will now call this meeting to order. I am Mark Murray, CEO of Jones Soda, and I will be chairing the meeting. Joe Culp, our Controller, Principal Financial Officer and Principal Accounting Officer, will act as secretary of the meeting. Please note that following the business portion of the meeting, we will provide an opportunity for your questions. Before we get into the business of today's meeting, I would like to introduce the directors of Jones Soda in attendance today: Jeffrey Anderson, Jamie Colbourne, Michael Fleming, Paul Norman and Clive Sirkin. Representing our independent registered public accountants, BDO USA, LLP is Bob Bowman, Partner. Representing our outside General Counsel, Summit Law Group, PLLC, is Laura Burton. On or about April 1, 2021, an official notice of this annual meeting, together with a proxy card, was mailed to each shareholder of record as of March 18, 2021, the record date of 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, 2020. 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 this oath will be filed with the minutes of the meeting. Joe Culp will now read the inspector of election's report and attendance.

As of March 18, 2021, the record date for the meeting, there were 64,385,806 shares of common stock entitled to vote at the meeting. At the opening of the meeting, there were at least 44,503,155 shares of common stock present in person or by proxy, which represented 69.11% of the shares entitled to vote.

Based on this report, there is 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 13, 2020, and the minutes of that meeting are filed in the company's minutes books and are available for inspection. We will now move to the matters for shareholder vote. At this time, the polls are open. There are 4 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 Anderson, Jamie Colbourne, Michael Fleming, Paul Norman and Clive Sirkin.

My name is Eric Chastain. I move that Jeffrey Anderson, Jamie Colbourne, Michael Fleming, Paul Norman and Clive Sirkin be elected as proposed.

My name is Clive Sirkin, and I second the motion.

Is there any discussion? That concludes the discussion of the election of directors. I will now -- 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 a vote online. If you do so, please notify the inspector that you have already filed a proxy so that it may be canceled. [Voting]

Directors are elected by plurality of votes, and the 5 nominees for election to the Board who received the greatest number of affirmative votes casted at the meeting will be elected to the Board. Therefore, according to the preliminary report of the inspector of elections, each of Jeffrey Anderson, Jamie Colbourne, Michael 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 USA, LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

My name is Eric Chastain, and I move that the proposal be approved.

My name is Clive Sirkin, and I second the motion.

Is there any discussion? 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 had 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 a vote online. If you do so, please notify the inspector that you have already filed a proxy so that it may be canceled. [Voting]

This matter will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Therefore, 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 ended December 31, 2021, 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 Eric Chastain, and I move that the proposal be approved.

My name is Clive Sirkin, and I second the motion.

Is there any discussion? 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 the inspector that you have already filed a proxy so that it may be canceled. [Voting]

This matter will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Therefore, according to the preliminary report of the inspector of elections, the proposal to approve the named executive officer compensation on an advisory basis has been approved.

The fourth matter to be considered is the vote on the readoption of the company's 2011 Equity Incentive Plan to extend the expiration date thereof from April 1, 2021 to April 1, 2023, and the reservation of 12,084,032 shares of common stock for issuance thereunder, as discussed in the proxy statement.

My name is Eric Chastain. I move that the proposal be approved.

My name is Clive Sirkin, and I second the motion.

Is there any discussion? That concludes the discussion of the vote on the readoption of the company's 2011 Equity Incentive Plan. 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 a vote online. If you do so, please notify the inspector that you have already filed a proxy so that it may be canceled. [Voting]

This matter will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Therefore, according to the preliminary report of the inspector of elections, the proposal to approve the readoption of the company's 2011 Equity Incentive Plan has been approved.

The polls are about to close. If you have not done so already, please vote now using the voting option location in the bottom-right corner of your screen. [Voting]

Okay. The polls are now closed. 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 will now be available for questions. However, before we begin, I would like to turn it over to Joe for some safe harbor disclosure.

I would like to remind you that the various remarks that we make during this discussion about future expectations, plans and prospects for the company constitute forward-looking statements for the 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 recently filed annual report on Form 10-K and our quarterly reports on Form 10-Q, which are on file with the SEC. I will now turn the call back over to Mark Murray.

So we are open for questions. There were no questions submitted. So at this time, we'd like to thank you for attending the annual meeting and your continued support of the company. Thank you and have a great day.

Thank you. The Jones Soda Co. 2021 Annual Meeting of Shareholders has now come to an end.