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. I would now like to turn the conference over to your host, Mr. Michael Mason, Investor Relations for Leatt Corporation. Thank you. You may begin.

Thank you. Hello, everyone, and thank you for joining us today. I'm Michael Mason, Principal of Mason Investor Relations, the company's Investor Relations firm. Welcome to the 2023 Annual Meeting of the Stockholders of Leatt Corporation. On or about May 7, 2024, the company notified its stockholders of this 2023 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, June 21, 2024, at 10:00 a.m. Eastern, as well as via conference call and audio webcast. A June 18, 2024 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 (201) 493-6779 for international callers. There is also simultaneously live webcast 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 (844) 512-2921 U.S.A., or (412) 317-6671 for international callers. The passcode is 13746881. 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 May 3, 2024, 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 May 7, 2024. I would now like to turn the call over to Sean MacDonald, CEO of Leatt Corporation. Good afternoon, Sean.

Hello, 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 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 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, we will vote upon 2 proposals: one, the election of directors; and two, the ratification of the selection of Fitzgerald & Co's CPA, P.C., Fitzgerald and the company's independent auditors for the fiscal year ending December 31, 2024, as disclosed in our proxy statement filed on May 7, 2024 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 May 3, 2024 as a record date of 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 May 7, 2024. Exhibit A. I also submit the list of the stockholders of the company as of the record date and certified by Issuer Direct Corporation, our transfer agent. The list sets forth each stockholder's address and holdings as they appear on the record of our transfer agents. As of the record date, there were 6,215,440 shares of our common stock outstanding and 120,000 shares of our preferred stock issued and outstanding and e-mailed to vote and entitled to vote. Exhibit B. Each share of common stock is entitled to one vote on the matters presented to this meeting and each share our preferred stock is entitled to 100 votes. Pursuant to the company bylaws, [ Mr. Lou Muscarella ], has been appointed to act as the meeting's inspector of election. [ Mr. Muscarella ] has executed on an 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 inspector's oath of ballot signed by [ Mr. Muscarella ]. Exhibit C. Will the inspector to provide a count of the stockholders present in person or by proxy.

Hello. A preliminary count indicates the presence of a quorum. I am in the process of completing account 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 2 proposals. I will introduce each proposal separately. Then I will take any questions on that proposal, after which, we will vote on that. The first proposal is the election of [indiscernible] 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's slate as directors of the company.

Hi. 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 year ended December 31, 2024. Chris Leatt, as a shareholder of Leatt Corporation, I hereby move for the ratification of management's 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 that you may have on these proposals.

[Operator Instructions] There are no questions at this time.

If there are no 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 voting on the proposals. The polls will remain open as long as long as necessary to receive the ballots. Will 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 13,376,150 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 73.43% of the company's outstanding shares as of 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, 12,747,552 votes, representing 95.30% of the total votes cast at the meeting and 69.98% of the company's issued and outstanding common stock, including preferred shares voting as common. Mr. Sean MacDonald, 12,749,392 votes, representing 95.31% of the total votes cast at the meeting and 69.99% of the company's issued and outstanding common stock, including preferred shares voting as common. Mr. Jeffrey J. Guzy, 12,764,542 votes, representing 95.43% of the total votes cast at the meeting and 70.08% 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, has 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, 2024. I report that 13,374,321 of the votes were cast for the ratification of Fitzgerald. The votes represented 99.99% of the votes cast and 73.42% of the company's issued and outstanding common stock, including preferred shares voting at 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. Can I get you some coffee -- we've got water, soda...

I've [ been running ] around this morning and kind of dashed over, and that would be great.

Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.