Kartoon Studios Inc. (TOON) Earnings Call Transcript & Summary

Welcome to the Annual Meeting for Genius Brands International. Our host for today's call is Andy Heyward, Chairman of the Board. [Operator Instructions] I would now like to turn the call over to your host. Mr. Heyward, you may begin.

Good morning. Welcome to the 2021 Annual Meeting of Stockholders of Genius Brands International. I'm Andy Heyward, Chairman of Genius Brands International Board of Directors, and it's my pleasure to welcome all of you. It's 10 a.m., and in accordance with the notice of the meeting, I call to order Genius Brand International 2021 Annual Meeting of Stockholders. We are holding this year's meeting virtually due to the public health impact of the coronavirus pandemic and to prioritize the health and well-being of our meeting participants. Today's meeting is a live webcast. Thank you very much to those who are participating in our meeting today. The agenda for this meeting will be displayed in the top right section of the screen. It is our intention to conduct this meeting in accordance with this agenda. Present today are Genius Brands International Chief Operating Officer, Michael Jaffa; and Chief Financial Officer, Robert Denton; representatives of our independent registered public accounting firm, Baker Tilly US, LLP; and representatives of our outside legal counsel, Mintz, Levin. Mr. Jaffa will serve as secretary of the meeting. Allison Niccolls of VStock Transfer is in attendance as the inspector of elections for this meeting. This meeting is held pursuant to a printed notice mailed on or about August 24, 2021, to each stockholder of record on August 11, 2021. Allison Niccolls of VStock Transfer has delivered an affidavit as to the mailing and distribution of the notice of the meeting, which states that commencing August 24, 2021, notice of Internet availability of proxy materials was mailed to all stockholders of record as of the close of business on August 11, 2021. The count of shares present immediately prior to the commencement of the meeting indicated that 151,974,102 outstanding shares of Genius Brands International common stock entitled to vote at this meeting were present or being represented by proxy at the meeting. This is 50.52% of the outstanding shares of Genius Brand International's common stock entitled to vote at this meeting. I declare a quorum present at the meeting. On behalf of the Board, I would like to express my appreciation to all stockholders who returned their proxies. The first matter to be acted upon by the stockholders is the election of 9 directors: Andy Heyward, myself; Joseph “Gray” Davis; Lynne Segall; P. Clark Hallren; Anthony Thomopoulos; Margaret Loesch; Michael Klein; Karen McTier; and Dr. Cynthia Turner-Graham, each of whom has been duly nominated to serve until the Annual Meeting of Stockholders to be held in 2022 and until his or her successor has been elected and qualified. Genius Brands International has not received timely notice of any other nominations as required under bylaws. Therefore, I declare the nominations closed. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The polls will be open for the next 5 minutes to vote on the election of directors as well as the next 2 matters. After voting has been completed on all matters on the agenda, the votes will be counted. The second matter being submitted to stockholders for action is the ratification of the appointment of Baker Tilly US, LLP by the Audit Committee as Genius Brands independent -- International, excuse me, independent registered public accounting firm for the fiscal year ending December 31, 2021. Will the inspector of elections please report the results of the voting?

We have completed our preliminary count of the votes, and the 9 nominees for directors named in the proxy statement for election for terms expiring on the date of the annual meeting to be held in 2022 have received a plurality of the votes cast. In addition, a majority of the votes of our common stock present or represented by proxy and entitled to vote at this meeting have been voted to approve the ratification of the appointment of Baker Tilly US, LLP as Genius Brands International's independent registered public accounting firm for the fiscal year ending December 31, 2021. After the final tabulation has been completed, it shall be placed with the minutes of this meeting.

I declare that the nominees for director have been duly elected; that the appointment of Baker Tilly US, LLP to audit Genius Brands International financial statements has been duly ratified; and that the stockholders have voted on an advisory basis to approve the executive compensation of our named executive officers as disclosed in the proxy. This concludes the formal portion of our meeting. I would, again, like to express my sincere appreciation to the stockholders who attended the meeting and voted, as well as those who submitted their proxies but were not able to attend. The meeting is now formally adjourned. If you have any questions, please send them to IR at Genius Brands, and we will endeavor to respond as quickly as possible.

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