Leatt Corporation (LEAT) Earnings Call Transcript & Summary

Greetings, and welcome to the Leatt Corporation Annual General Meeting. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce Michael Mason, Investor Relations for Leatt. Thank you. You may begin.

Thanks, Darryl. Hello, everyone, and thank you for joining us today. My name is Michael Mason for the company's Investor Relations firm. Welcome to the 2020 Annual Meeting of the Stockholders of Leatt Corporation. On or about October 16, 2020, the company notified its stockholders of this 2020 Annual Meeting and provided instructions on how to participate. The management of Leatt Corporation is remotely hosting this meeting, and it is being held at 3001 Washington Boulevard, Suite 400, Arlington, Virginia, 22201, on today, December 14, 2020, at 10 a.m. Eastern time as well as via conference call and audio webcast. The December 2020 press release, instructed conference call participants to access the call 10 minutes before the scheduled time by calling 1 (877) 407-9716 in the U.S.A. or 1 (201) 493-6779 for international callers. The results of the simultaneous live webcast of the meeting on the company's website at leatt-corp.com, where participants were instructed to register approximately 10 minutes prior to the start of the webcast. An audio replay of the conference call will be available for 7 days and can be accessed by dialing 1 (844) 512-2921 in the U.S. or 1 (412) 317-6671 for international callers. The pass code is 13714015. For those who are unable to attend, the live webcast of the meeting will be archived on the company's website for 30 days following the meeting. Stockholders of record as of October 15, 2020, have the right to vote at and attend today's meeting. Details on the matters to be considered are discussed in the company's proxy statement filed with the SEC on October 16, 2020. I would now like to turn the call over to Mr. Sean MacDonald, CEO of corporation -- Leatt Corporation. Good morning -- or I should say good afternoon to you, Sean.

Good morning, Mike. Ladies and gentlemen, I am Sean MacDonald, Chief Executive and Financial Officer of Leatt Corporation, and I'm chairing the meeting today remotely from Cape Town. Since it is now 10 a.m. Eastern Daylight Time, I hereby call this Annual Meeting of Stockholders to order. It is my pleasure to welcome you to the meeting. The meeting will consist of 3 parts. First, we will summarize and entertain formal nominations of the 3 proposals, followed by a question period to address any stockholder questions regarding the proposals and then we will vote on the proposals. I would like to introduce the other officers and directors of the company who are present via teleconference. With me in Cape Town is Dr. Christopher Leatt, our Chairman and Research and Development Consultant; and Mr. Jeffrey J. Guzy, our Director and Audit Committee Chair, has joined the meeting in person in Washington, D.C. Also present is Mr. [ Lou Mascarella ], who will serve as our independent Inspector of the meeting. Ms. [ Dawn Clarke-Doccuvi ], the company's U.S. Securities Council, will act as Secretary of the meeting. At this meeting, we will vote upon 3 proposals: one, the election of directors; two, the ratification of this election of Fitzgerald & Co, CPAs, P.C., Fitzgerald, as the company's independent auditors for the fiscal year ending December 31, 2019, and '20; and three, the approval of the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,320,000, as disclosed in our proxy statement filed on October 16, 2020, this year. Included in the meeting, the Board of Directors adopted resolutions providing that the meeting be held today and fixed the close of business on October 15, 2020, as the record date for the determination of stockholders entitled to notify as the vote at the meeting. Now I will perform some of the corporate formalities relating to the meeting. I submit the affidavit of mailing of [ Emily W. ], an employee of Issuer Direct Corporation, our designated mailing service, as to the due and proper mailing of the proxy materials to each stockholder on record as of the close of business on October 15, 2020, Exhibit A. I also submit a list of the stockholders of the company as of the record date as certified by Issuer Direct Corporation, our transfer agent. The list checks for each stockholder's address and holdings as they appear on the records of our transfer agent. As of the record date, there were 5,386,723 shares of our common stock outstanding and 120,000 shares of our preferred stock issued outstanding and entitled vote, Exhibit B. Each share of common stock is entitled to 1 vote on the matters presented for this meeting, and each share of preferred stock is entitled to 100 votes. Pursuant to the company bylaws, Mr. [ Mascarella ] has been appointed to act as the meeting's Inspector of Election. Mr. [ Mascarella ] has executed an oath to carry out his duties impartially and to the best of his ability. The oath will be filed with the minutes of the meeting. Mr. [ Mascarella ] will collect the proxies and pass upon their validity, distribute and collect the ballots and count the votes. I hereby present to the meeting the oath signed by the Inspector, Exhibit C. Will the inspector provide a count of the stockholders present in person or by proxy?

Our preliminary count indicates the presence of a quorum. I am in the process of completing a count of all stockholders present and will render an exact report at the end of the meeting. If any stockholder has a proxy and has not yet submitted it, please give it to me.

Since a quorum is present, the stockholders will consider the 3 proposals. I will introduce each proposal separately, then I will take any questions on that proposal. After which, we will vote on them. The first proposal is the election of 3 directors. Management slate consists of Dr. Christopher Leatt; Mr. Jeffrey Joseph Guzy; and yours truly, Sean MacDonald. Are there any other nominations? If not, the nominations are closed. Dr. Chris Leatt, Mr. Chairman, as a stockholder of Leatt Corporation, I hereby nominate the management slate as directors of the company.

This is Jeff Guzy. I second the motion.

We will now consider the second proposal, which is to ratify the selection of Fitzgerald as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020.

Chris Leatt. As a shareholder of Leatt Corporation, I hereby move for the approval of ratification of the selection of Fitzgerald as the company's independent registered public accounting firm.

Jeff Guzy. I second the motion.

We will now consider the third proposal, which is the approval of the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum numbers -- number of shares of common stock of the company that may be issued and sold to 1,320,000.

Chris Leatt. As a shareholder of Leatt Corporation, I hereby move to approve the amendment of the company's Amended and Restated 2011 Equity Incentive Plan as disclosed in the proxy statement.

Jeff Guzy. I second the motion.

We will now take a short pause for a brief period for any questions you may have on these proposals. If there are no further questions, the stockholders will now vote on the proposals. The polls will remain open as long as necessary to receive the ballots. Will the Inspector of Election please distribute the ballot to each stockholder present who has not previously voted by proxy and will tabulate the ballots? If there are no questions, we will now conduct the voting. [Voting]

Now I would like to have the Inspector complete his report and give the final count of the common stock represented today and the tally of votes cast in the balloting.

[ Lou Mascarella ]. As the Inspector of Election, I report that 11,908,408 shares of common stock, including 96,000 shares of preferred stock, voting with the common are represented at the meeting. This constitutes 68.49% of the company's outstanding shares on the record date, Exhibit D. In the voting for the election of directors, I report that the following votes were cast in favor of the election of each director. Dr. Christopher Leatt, 11,896,408 votes, representing 99.90% of the total votes cast at the meeting and 68.42% of the company's issued and outstanding common stock, including preferred shares voting as common. Mr. Sean MacDonald, 11,895,384 votes, representing 99.89% of the total votes cast at the meeting and 68.42% of the company's issued outstanding common stock, including preferred shares voting as common. Mr. Jeffrey J. Guzy, 11,905,534 votes, representing 99.98% of the total votes cast at the meeting and 68.47% of the company's issued and outstanding common stock, including preferred shares voting as common.

Thank you. I declare that Misters Leatt, Guzy and yours truly has been reelected directors of the company.

In voting for the ratification of the selection of Fitzgerald as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, I report that 11,905,458 of the votes were cast for the ratification of Fitzgerald. The votes represented 99.98% of the votes cast and 68.4% of the company's issued and outstanding common stock, including preferred shares voting as common.

Thank you. The selection of Fitzgerald as the company's independent registered public accounting firm has been ratified.

In voting for the amendment of the company's Amended and Restated 2011 Equity Incentive Plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,320,000, I report that 11,897,318 votes were cast for the amendment of the plan, representing 99.91% of the votes cast and 68.43% of the company's issued and outstanding common stock, including preferred shares voting as common.

Thank you. The amendment of the plan to increase the maximum number of shares of common stock of the company that may be issued and sold to 1,320,000 has been ratified. There being no further business, I'll now entertain the motion to adjourn this meeting.

Chris Leatt. I move that the meeting be adjourned.

Jeff Guzy. I second the motion.

There being no objections, I hereby declare the meeting adjourned.

Thank you. This does conclude today's call. You may disconnect your lines at this time. Thank you for your participation, and have a great day.