Nerds on Site Inc. (NERD) Earnings Call Transcript & Summary

So good morning, everyone. Welcome to this Annual and Special Meeting of Shareholders of Nerds On Site Inc. My name is Charlie Regan, CEO of Nerds On Site Inc. In accordance with the Nerds' bylaws, I'll act as Chairman of the meeting, which I now call to order. As we're usually using a virtual format for the meeting, references to physical actions such as raising your hands or show of hands, shall mean the equivalent actions on your keyboard through the teleconference through Zoom. Just signify with the little hand icon, if you could. Diba Mohammed will be acting as Secretary of the meeting. She'll wave hello to you. And with the consent of the meeting, I appoint Patricia Selby from [ TMX ] to act as scrutineer for the meeting. So the notice calling for this meeting, a form of proxy and information circular was mailed August 1, '23 to all shareholders of record as of July 21, '23. I was advised by the scrutineer prior to taking the podium that a quorum of shareholders is present. Scrutineer's report on quorum is available for inspection by any shareholder following the meeting. Due notice has been given and a quorum being requested, I declare this Annual Special Meeting of Nerds' shareholders to be regularly called and properly constituted for the transaction of business. So business of the meeting. Formal business of the meeting is the presentation of Nerds' financial statements for fiscal 2022, the election of directors, the appointment of auditors and the approval of Nerds' existing stock option plan. Unless a ballot is demanded, voting on all matters coming before the meeting will be by show of hands on the basis that, to my knowledge, the number of votes represented by proxy to be voted against each matter is less than 5% of all votes that might be cast by shareholders, personally or through proxy, at the meeting. For the purpose of moving the formal business of the meeting along, shareholders and proxy holders have been asked to move and second the motions to be brought before the meeting. This isn't intended to limit discussion to any matter amongst those in attendance. So presentation of financial statements as the first item of business, I place before the meeting Nerds' consolidated financial statements for the year ended May 31, '22 and the report from the auditors thereon. Those financial statements were mailed to Nerds' registered shareholders with the meeting materials and where required by applicable law, I do propose to read the auditor's report at this time. Are there any questions on the financial statements? No? Okay. Next item of business is the election of directors. I will now receive nominations for the election of directors to hold office until the close of next Annual Meeting of Shareholders or until their successors are duly elected or appointed. We will be nominating and approving 6 individual directors and not a slate of directors. We are sadly advised that Nicole Holden will not be standing for reelection, having a very busy personal and professional life ongoing, but she's been with us from the beginning of our public pursuit, and we're very grateful. So I'm taking this opportunity to thank Nicole, and not just for her contributions with the Board as our audit head, our audit chief, but also her personal contribution to all efforts. And John, David and I, Diba and [ Deb ], all the assistance that you've provided over the years. We're very, very grateful, Nicole. Blessed to have had you as long as we got you. So I now declare the meeting open for nominations for the Board of Directors of Nerds On Site Inc. May I have the nominations?

Thank you, Mr. Chairman, and thank you for the kind words. I've really enjoyed my time here. With that, Mr. Chairman, I nominate the 6 persons whose names are listed under the heading, matters to be acted upon, director nominees in the information circular. This information circular was mailed to shareholders to serve as directors for the upcoming year and specifically, Kevin Ernst, John Harbarenko, Eugene Konaryev, David Redekop, Charles Regan and Gresford Barrington Gray as directors.

Thank you. Any further nominations? Okay. There being no further nominations, I declare the nominations closed. I will now entertain a motion, respecting -- I'm sorry, respecting the election of directors. John -- or sorry, Nicole? Yes.

Mr. Chairman, I move that the persons nominated to be elected as directors of Nerds On Site to hold office until the close of the next Annual Meeting of Shareholders.

Thank you. Will someone second that motion?

Mr. Chairman, I second the motion.

Thank you. As previously stated, the directors will be elected individually not as a slate. I'm advised by the scrutineers that all of the director nominations, nominees have votes cast by proxy in favor of election of each director. Voting on the election of the directors of Nerds On Site Inc., will be conducted by show of hands. As each nominee's name is announced, please raise your hand to indicate that you're voting for this director. Or alternatively, do not raise your hand if you indicate you're withholding from voting. Any questions? Okay. Please indicate by a show of hands, Kevin Ernst, for election? [Voting]

Good. John Harbarenko for election? [Voting]

Eugene Konaryev for election? [Voting]

David Redekop for election? [Voting]

Charles Regan for Director? [Voting]

And Gresford Barrington Gray as Director? [Voting]

I declare that the persons nominated have been duly elected as the Directors of Nerds On Site. The appointment of auditor. The next item for business is our Nerds' auditor. At such remuneration as may be approved by the directors of the corporation, Nerds' auditor is currently MNP LLP, Chartered Accountants of Toronto, Ontario. The Audit Committee and Board of Nerds recommend the reappointment of MNP LLP as the auditor of Nerds at such remuneration as may be fixed by the directors. May I have the motion to appoint the auditor?

Mr. Chairman, I move that MNP LLP be appointed as the auditor of Nerds On Site to hold office until the close of the next Annual Meeting of Shareholders or until their successor is appointed, as such remuneration as may be fixed by the directors and the directors be authorized to fix such remuneration.

Thank you, Nicole. Will someone second that motion, please?

I second that motion, Mr. Chairman.

Thank you. All those in favor of the appointment of MNP LLP as the auditors of Nerds, please raise your hand. [Voting]

Contrary, if any? [Voting]

Okay. I declare that MNP LLP has been duly appointed as the auditors of Nerds. And that the directors are authorized to fix the auditors' remuneration. Now, the next is the approval of the existing stock option plan. The next item is to consider and, if not fit, approve Nerds' existing stock option plan, all as set out in the information circular mailed to shareholders. I ask that someone move the resolution in respect of this matter set forth in the information circular regarding the approval of the corporation's existing stock plan.

Mr. Chairman, I move that the ordinary resolution set in the information circular under the heading reapproval of stock option plan with respect to the approval of Nerds' existing stock option plan be approved.

Thank you, Kevin. Will someone second the motion, please?

Mr. Chairman, I second the motion.

Thank you. All those in favor of the ordinary resolution with respect to the approval of Nerds' existing stock option plan, please raise your hand. [Voting]

Contrary, if any? [Voting]

Okay. Is there -- I declare that the ordinary resolution regarding Nerds' existing stock option plan has been approved. All right. Is there any further business to be properly brought before the meeting? As there is no further business to be properly brought before the meeting, I declare the meeting of shareholders concluded. Thank you. I appreciate it.

Thank you, ladies and gentlemen.

Thank you. Mr. Chairman, I'll have the report to you shortly. Thank you. Bye-bye.

Thank you. Take care all. And we appreciate your support very much. We look forward to this coming year. We're excited about it, quite excited about it.

Take care. Bye.

Thank you, everyone.