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 your host, Michael Mason, Investor Relations. Thank you. You may begin.

Thanks, Doug. Hello, everyone, and thank you for joining us today. I'm Michael Mason, Principal of Mason IR, the company's Investor Relations firm. Welcome to the 2021 Annual Meeting of the Stockholders of Leatt Corporation. On or about October 20, 2021, the company notified its stockholders of this 2021 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 9, 2021, at 10:00 a.m. Eastern Standard Time as well as via conference call and audio webcast. A December 2, 2021 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. There is also a simultaneous live webcast on the meeting -- of the meeting on the company's website at www.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.A. or 1 (412) 317-6671 for international callers. The passcode is 13725435. 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, 2021, have the right to vote at and attend today's meeting. Details on the matters to be considered or discussed in the company's proxy statement are filed with the SEC on October 20, 2021. I would now like to turn the call over to Mr. Sean MacDonald, CEO of Leatt Corporation. Great afternoon to you, Sean.

Good morning, Mike. Ladies and gentlemen, I am Sean MacDonald, Chief Executive and Financial Officer of Leatt Corporation, and I am chairing the meeting today remotely from Cape Town. Since it is now 10:00 a.m. Eastern Daylight Time, I hereby call the Annual Meeting of Stockholders to order. It's 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 2 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 in person is [ Lou Muscarella ], who will serve as the independent inspector of the meeting. [ Ms. Dawn Clarke-Doccuvi ], the company's U.S. Securities Counsel, will act as Secretary of the meeting. At this meeting, you will vote upon 2 proposals: one, the election of directors; and two, the ratification of the selection of Fitzgerald & Co's CPAs, P.C., Fitzgerald, as the company's independent auditors for the fiscal year ending December 31, 2021, as disclosed in our proxy statement filed on October 20, 2021 of this year. In calling the meeting, the Board of Directors adopted resolutions providing that the meeting be held today and fixed the close of business on October 15, 2021, as a record date for the determination of stockholders entitled to notice of, and to 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 of record as of the close of business on October 15, 2021, 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 sets forth each stockholder's address and holdings as they appear on the records of our transfer agent. As of the record date, there were 5,471,669 shares of our common stock outstanding and 120,000 shares of our preferred stock issued and outstanding and entitled to vote, Exhibit B. Each share of common stock is entitled to 1 vote on the matters presented to this meeting, and each share of preferred stock is entitled to 100 votes. Pursuant to the company's bylaws, Mr. Lou Muscarella has been appointed to act as the meeting's Inspector of Election. Mr. Muscarella has executed his oath to carry out his duties impartially and to the best of his ability. The oath will be presented and filed with the minutes of this meeting. Mr. Muscarella, will collect the proxies and pass upon their validity, distribute and collect the ballots and count the votes. I hereby present the meeting's Inspector's Oath of Ballot signed by Mr. Muscarella, Exhibit C. Would the inspector provide a count of the stockholders present in person or by proxy?

A 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, please give it to me.

Since a quorum is present, the stockholders will consider the 2 proposals. I will introduce each proposal separately, and 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.

Chris Leatt. Mr. Chairman, as a stockholder of Leatt Corporation, I hereby nominate management slate as directors of the company.

Good morning. Jeffrey Guzy. I second the motion.

Thank you. 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 December 31, 2021 period.

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

Jeff Guzy. I second the motion.

Thank you. We will now pause for a brief period for any questions you may have on these proposals. All right. If there are no further questions, the Inspector of Election will distribute a ballot to any stockholder present, who has not previously voted by proxy so that they may commence the voting on the proposals. The polls will remain open as long as necessary to receive the ballots. Would the Inspector of Election now please tabulate the ballots and provide us with his report on the votes cast?

Thank you, Sean. As the Inspector of Election, I report that 12,005,892 shares of common stock, including 96,000 shares of preferred stock voting with the common are represented at this meeting. The number of votes cast constitute 68.72% of the company's outstanding shares as at the record date. I will now provide a breakdown on the voting for each proposal, Exhibit D. In 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, 11,957,542 votes, representing 99.60% of the total votes cast at the meeting and 68.44% of the company's issued and outstanding common stock, including preferred shares voting as common. Mr. Sean MacDonald, 11,954,208 votes, representing 99.57% 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. Jeffrey J. Guzy, 12,002,358 votes, representing 99.97% of the total votes cast at the meeting and 68.70% of the company's issued and outstanding common stock, including preferred shares voting as common.

Thank you, Lou. Dr. Christopher Leatt; Mr. Jeffrey Joseph Guzy; and yours truly, Sean MacDonald, have been elected to serve as 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, 2021, I report that 11,915,852 of the votes were cast for the ratification of Fitzgerald. The votes represented 99.25% of the votes cast and 68.20% of the company's issued and outstanding common stock, including preferred shares voting as common.

Thank you, Lou. The selection of Fitzgerald as the company's independent registered public accounting firm has been ratified. There being no further business, I will now entertain a motion to adjourn this meeting.

Chris Leatt. I move that the meeting be adjourned.

Jeff Guzy. I second the motion.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.