Lazydays Holdings, Inc. (GORV) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I would like to bring the meeting to order. I am Bill Murnane, Chairman and Chief Executive Officer of Lazydays Holdings, Inc., and I will serve as the Chairman of today's 2021 Annual Meeting of Stockholders. I would first like to express my appreciation for your interest in participating in the company's 2021 Annual Meeting of Stockholders. In order to make the meeting as efficient as possible, I would like to refer attendees to our rules of conduct, copies of which are available in the lower right-hand corner of your screen. At this time, the polls are open. If you have not voted your shares or wish to change previously cast votes, you may vote at your convenience during the meeting. Deb Harrell, our Corporate Controller, will serve as the inspector of election and secretary of today's meeting and will tabulate and certify the votes. I would also like to introduce Jack Cadden, who has joined us telephonically today as the representative of RSM, the company's independent registered public accounting firm. Jack is available to answer any appropriate questions you may have. At this time, I would like to ask Nick Tomashot, our Chief Financial Officer, to report on matters concerning the distribution of proxy materials and identification of shareholders of record as of the record date.

Thanks, Bill. I'm pleased to report that the notice of this Annual Meeting of Stockholders has been duly given on or about April 29, 2021, to stockholders of record as of April 12, 2021. The record date for the determination of stockholders entitled to notice of and to vote at this meeting as well as the notice of meeting, proxy statement and the 2020 annual report were made available to stockholders on or about April 29, 2021. We have here a list of stockholders of record as of April 12, 2021. We also have a copy of the notice of meeting and proxy statement, the form of proxy and the 2020 annual report to stockholders, which we will include with the minutes of this meeting. The stockholder list shows that holders of 10,757,393 shares of common stock of the company are entitled to vote at this meeting, and 600,000 shares of Series A convertible preferred stock are entitled to vote at this meeting. The Series A preferred stockholders are entitled to 5,978,416 votes. Collectively, the holders of common stock and preferred stock are entitled to 16,735,809 votes for each matter presented. There are present virtually or by proxy 13,900,542 votes, approximately 83% of all votes corresponding to shares of common stock and preferred stock entitled to vote at this meeting. Bill?

Based upon the percentage of the total votes corresponding to the shares of common stock and preferred stock of the company present at the meeting virtually and by proxy, a quorum is present. And the meeting is now duly convened for the purposes of transacting business properly before it. Deb?

The polls are now open for voting, and they will close at the conclusion of the formal business portion of the meeting. Until the polls are closed, any stockholder of record may revoke or change his or her vote on any matter. However, upon the closing of the polls, no ballots, proxies or votes nor any revocations or changes will be accepted.

We will proceed with the formal business of the meeting. Any questions should be submitted via the meeting messaging portal provided. Proposal 1 before the meeting is to elect William P. Murnane and James J. Fredlake as Class C directors each to serve until the 2024 Annual Meeting of Stockholders or until his successor shall have been duly elected and qualified. Is there any discussion? Please enter questions via the messaging function. Proposal 2 is to approve on an advisory basis the compensation of our named executive officers as disclosed in the proxy statement. Is there any discussion? Proposal 3 is to vote on an advisory basis on whether the preferred frequency of future advisory votes on the compensation of our named executive officers is every year, every 2 years or every 3 years. Is there any discussion? Proposal 4 is to ratify and appoint -- is to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Jack Cadden, a representative of RSM US LLP has joined us telephonically today and is available to answer any appropriate questions you may have. Are there any questions?

At this time, if anyone wishes to vote on the proposals before the annual meeting, please vote at this time. We will pause for 1 minute to allow final voting before closing the poll. [Voting]

Debbie, do you have the preliminary voting results? And are you ready to give us your report?

Yes, I do. Results for Proposal 1, the following directors have received the plurality of the votes cast and accordingly, have been elected as directors to serve until the 2024 Annual Meeting of the Stockholders or until his successor shall have been duly elected and qualified: William Murnane and James Fredlake. Results for Proposal 2, a majority of the stock represented and entitled to vote at the meeting has approved on an advisory basis the compensation of our named executive officers as disclosed in the proxy statement. Results for Proposal 3, a majority of the stock represented and entitled to vote at the meeting have voted on an advisory basis the preferred frequency of future advisory votes on the compensation of our named executive officers is every 3 years. Results for Proposal 4, a majority of the stock represented and entitled to vote at the meeting have ratified the appointment of RSM US LLP as the independent registered public accounting firm of the company for the fiscal year ended December 31, 2021.

Ladies and gentlemen, that concludes the formal business of the 2021 Annual Meeting of Stockholders of the company. We will now adjourn the 2021 Annual Meeting of Stockholders.