Kits Eyecare Ltd. (KITS) Earnings Call Transcript & Summary

Hello, and welcome to the Kits Eyecare Annual Meeting 2021. Mr. Chairman, the floor is yours.

Thank you. Good afternoon. My name is Roger Hardy, Chairman of the Board of Directors and Chief Executive Officer. I'd like to welcome you to this annual meeting of the holders of common shares of Kits Eyecare Limited, which I will refer to as Kits. 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, Sabrina Liak, Chief Financial Officer, Corporate Secretary and Director of Kits; Joseph Thompson, Chief Operating Officer of Kits; and Arshil Abdulla, Chief Technology Officer of Kits. We decided to hold this annual shareholders meeting in an all-virtual format out of an abundance of caution to proactively deal with the public health impact of the COVID-19 outbreak and to mitigate the risks to the health and safety of our communities, shareholders, employees and other stakeholders. Our main objective is to ensure that all shareholders have the same opportunities to participate and vote regardless of their geographic location and that everyone stays safe. We will now proceed with today's meeting. The purpose of this meeting is to receive Kits financial statements for the year ended December 31, 2020, and the auditor's report thereon; elect directors of Kits for the ensuing year, and finally, to reappoint MNP LLP as the auditors of Kits for the ensuing year and authorize the directors to fix their remuneration. These matters are set out in the management information circular made available to shareholders in connection with this meeting. 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. 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 meeting. Number two, 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 questions and read out loud the name of the person who asked such question, and if applicable, the entity such person represents. Due to time constraints, unless questions are regarding procedural matters or directly related to the motions before the meeting, they will not be addressed during the meeting. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be entitled 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. If you have already voted by proxy and you vote again during the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. Kits selected to send out proxy-related materials for this meeting to its registered holders by mail and to its nonregistered shareholders using the notice and access provision 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 this meeting as the notice and access provisions. To expedite the meeting, I will move and second all motions. I will act as Chairman of the meeting and Sabrina Liak, Chief Financial Officer, Corporate Secretary and Director, will act as Secretary. Now with the consent of the meeting, I 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. Now, on the agenda, the notice of the meeting -- the notice calling this meeting and the accompanying management information circular dated May 10, 2021, and the form of proxy have been provided to each shareholder of Kits of records at the close of business on May 12, 2021, by mail or 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 confirmation that the notice calling this meeting, together with a form of proxy, were mailed to each shareholder of record at the close of business on May 19, 2021. With the consent of the meeting, reading of the notice of the meeting will be dispensed with. I therefore declare that the proper notice for the meeting has been given. A quorum of shareholders is at least 2 holders of common shares present and holding or representing by proxy, not less than 20% 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 British Columbia's Business Corporations Act and the company's articles, 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 virtually today. I also thank those who submitted their proxies in advance. I will now take a moment to ask the balloting be open to registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user names and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and select the For or Withhold buttons next to the name of each proposed director and next to the resolutions with respect to the reappointment of MNP LLP as Kits auditors. The voting will be open until shortly after all motions have been presented. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. The secretary will confirm for us when the polls have closed. As to the financial statements, the first item of business is to put before the meeting Kits financial statements for the fiscal year ended December 31, 2020, and the auditor's report thereon. We will dispense with the reading of the financial statements and the auditor's report as no action is required to be taken by the shareholders on these financial statements, I now declare that the financial statements for the fiscal year ended December 31, 2020, received by shareholders as submitted to this meeting. Election of directors. The second item of business is the election of directors. Pursuant to Kits articles, there can be at any time, a minimum of 3 and a maximum of 15 directors of Kits. As described in the management information circular made available to shareholders in connection with this meeting, there are 6 nominee directors for election as directors. The nominees are Nick Bozikis, Ted Goldthorpe, Roger Hardy, Ann Kavanagh, Sabrina Liak and Peter Lee. I would like to advise the meeting that Kits did not receive any further nominations in accordance with the advanced notice policy. I will now nominate the directors and second the nominations. I nominate each of the persons whose name appear in the Management Information Circular under the heading Election of Directors to be a Director of Kits until the close of the next Annual Meeting of Shareholders or until their successors are appointed. And I also second the nominations. As you know, Kits allows for the elections 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 Nominating and Corporate Governance Committee, 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 votes to be elected today. The next item of business is the appointment of auditors for the ensuing year and the authorization of the directors to fix their remuneration. I will now move and second a resolution appointing the auditors for the current year and authorizing the directors to fix their remuneration. I move that MNP LLP be reappointed auditors of Kits to hold office until the close of the next annual meeting of shareholders or until their successors are appointed. As such remuneration as maybe fixed by the directors and the directors are authorized to fix such remuneration. And I also second the motion. Unless there are any questions, I will move on to closing the voting process. So as we prepare to close the polls, we'll give just a final minute here for those polls to be tabulated. And I'll appreciate the Secretary notifying me when that time has passed. [Voting]

Polls are now closed.

Okay. Thank you. I've been advised by the scrutineer that the ballots and proxies deposited for the meeting have now been voted and that each of the resolutions has been carried with the effect that each of the 6 nominees has been elected as Director of Kits to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. And number two, the appointment of MNP LLP as the auditors of Kits has been approved, and the Board of Directors has been authorized to fix their remuneration. We will file a report setting out the voting results on the SEDAR website. Finally, the items of business as set out in the notice of meeting have now been dealt with. As there is no further business to come before the end of the meeting, and I will make sure that no questions have been submitted. So there have been no questions submitted. So as there is no further business to come before the meeting, I declare the meeting to be concluded. On behalf of Kits and all of our team members, I want to thank you for attending the meeting, and thank you for your support in helping us to grow Kits. Thank you. Good day.