Organigram Global Inc. (OGI) Earnings Call Transcript & Summary
February 23, 2021
Earnings Call Speaker Segments
Operator
operatorHello, and welcome to the 2021 Annual Meeting of Shareholders of OrganiGram Holdings. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Peter Amirault, Chair of the Board. Mr. Amirault, the floor is yours.
Peter Amirault
executiveThank you very much. Good morning, ladies and gentlemen. My name is Peter Amirault. I'm the Chairman of the company, and I'm pleased to act as Chairman of this Annual General Meeting. As an introductory note, to proactively deal with the unprecedented public health impact of COVID-19 and to mitigate risk to the health and safety of OrganiGram shareholders, employees and other stakeholders, we are hosting today's meeting virtually via live audio webcast. We have shareholders attending via the web portal today. And for those who may not be able to attend online, we have encouraged them to vote by using the form of proxy or voting instruction form provided in the proxy materials. Before we begin the formal proceedings, I would like to introduce Greg Engel, our Chief Executive Officer and a member of our Board of Directors. We are also pleased to have the following members of our current Board of Directors present for today's live webcast, and I would like to introduce them: Dexter John, Sherry Porter, Geoffrey Machum, Ken Manget and Stephen Smith. I would also like to introduce Marni Wieshofer, who is a nominee of the Board. On behalf of the Board, I would like to thank those shareholders who have chosen to attend the meeting today and those who have submitted their proxies in advance. I would also like to remind all those present that this is a meeting of the shareholders of OrganiGram Holdings, Inc. and that although other persons are present whom we are pleased to welcome at the meeting, only registered shareholders and proxy holders are entitled to participate in the business of the meeting. With the permission of the meeting, I would like to begin with the formal matters to be dealt with at this meeting. Validated shareholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting. Such shareholders and proxy holders may ask questions by selecting the messaging icon, typing their question in the chat box at the bottom of the messaging screen and clicking the send button to submit those questions. Though we may not be able to answer every question, we will do our best to respond to as many as possible. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use a recording device. I'm going to move on to the appointment of Secretary and Scrutineer. With the consent of the meeting, I will ask Helen Martin, Senior Vice President, Strategic and Legal Affairs, to act as the recording Secretary of the meeting; and Deanna Guilfoyle of TSX Trust Company to act as scrutineer of the meeting. The meeting -- sorry, the notice calling this meeting and all proxy-related materials were mailed to all shareholders of record as of January 15, 2021, the record date for the meeting. We have received an affidavit of mailing from our transfer agent, and I ask that the Secretary keep a copy of it with the minutes. I have been provided with a preliminary scrutineer's report indicating that a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is available, it will be kept with the minutes of this meeting. Each share represented at this meeting is entitled to 1 vote. In order to make the best use of our time today, certain individuals have been asked to move and second various motions. This is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to these motions may do so after the motion has been seconded. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or to wait until each motion has been made prior to casting your vote. Voting will be conducted via online ballot. Any shareholder or proxy holder who has not yet voted or wishes to change their vote, please do so using the voting buttons on the web portal. Please note that shareholders have the ability to change their votes at any time before the polls close after all motions have been made and related questions answered -- addressed. Shareholders who have been -- who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. I will now proceed to the first item of business for the meeting and present the audited financial statements of OrganiGram Holdings, Inc. for its fiscal year ended August 31, 2020, which, together with OrganiGram's management discussion and analysis, over the same period have been filed on SEDAR and on EDGAR. Shareholders do not have to take any action regarding the financial statements. The next item of business is the election of directors for the ensuing year. The Board currently has 7 directors whose term of office will expire at the end of this meeting. Management proposes to nominate 8 persons for election to the Board. These persons are all described in the management information circular sent to shareholders, and all of the nominees have agreed to stand for election. In addition to myself, the nominees for election are Greg Engel, Dexter John, Geoffrey Machum, Ken Manget, Sherry Porter, Stephen Smith and Marni Wieshofer. If elected, these nominees will hold office until the next Annual General Meeting of shareholders or until his or her successor is elected or appointed. I will now ask Geoff Machum to move and Dexter John to second the motion for the nomination of the directors of the company.
Geoffrey Machum
executiveThank you, Mr. Chairman. I nominate each of the 8 nominees listed in the management information circular as directors of OrganiGram.
Dexter D. John
executiveThank you. I second the motion.
Peter Amirault
executiveThank you. I've been advised that no other nominations have been made in accordance with OrganiGram's advanced notice bylaw. Accordingly, I declare nominations closed. The company has adopted a majority voting policy relating to the election of directors. Details regarding this policy are provided in the management information circular. Under the policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under the policy. I will now ask Geoff Machum to move and Dexter John to second a formal motion for the election of each of the 8 persons nominated as directors of the company.
Geoffrey Machum
executiveThank you, Mr. Chairman. I move that each of the 8 persons nominated hereby elected as directors of OrganiGram to hold office until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.
Dexter D. John
executiveMr. Chairman, I second the motion.
Peter Amirault
executiveThank you. I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of directors of the company. Helen, do we have any questions?
Helen Martin
executiveWe have not received any questions with respect to the election of the directors of the company.
Peter Amirault
executiveThank you. If there are no further questions, we will move on to the next matter to be voted on. The next item of business is the appointment of auditors for the ensuing year. Geoff Machum, may I have a motion to appoint the auditors, please.
Geoffrey Machum
executiveYes, Mr. Chairman. I move that KPMG LLP chartered accountants at its Vaughan office located at 100 New Park Place, Suite 1400, Vaughan, Ontario, be appointed as auditor of the company to hold office until the close of the next Annual Meeting or until their successor is appointed and that their remuneration be set by the directors.
Dexter D. John
executiveMr. Chairman, I second the motion.
Peter Amirault
executiveThank you very much. I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the auditors. Helen, do we have any questions?
Helen Martin
executiveWe have not received any questions with respect to the election of the auditors of the company.
Peter Amirault
executiveThank you. If there are no further questions, we will move on to the next matter to be voted on. Completion of voting. We will now ask that any registered shareholder or proxy holder who hasn't yet voted or wishes to change their vote may take the opportunity to do so now through the voting buttons on the web portal. As a reminder, shareholders who have sent in proxies or voted via telephone or Internet and do not wish to change their vote, do not need to take any further action. We will pause a moment for any further voting. [Voting]
Peter Amirault
executiveOkay. Now that everyone has had the opportunity to vote, I declare the polls for the 2020 OrganiGram Annual Meeting of Shareholders closed. We have been informed by the scrutineer that the preliminary vote report shows that each of the proposals presented for approval today have been duly passed. I declare that the nominees listed in the management information circular have been duly elected as directors of the company until the next annual meeting of shareholders or until they resign or their successors are elected or appointed and that KPMG LLP has been appointed as the company's auditor for the ensuing year. I would like to welcome Marni Wieshofer as a newly elected director. Welcome, Marni. Management information circular provides biographical information on Marni. I believe she will greatly complement our Board of Directors and this company moving forward. We have now completed the formal business for the meeting. If there are no -- if there is no further business, I will now ask Geoff Machum for a motion to terminate the meeting.
Geoffrey Machum
executiveThank you. Mr. Chairman, I move that the meeting be terminated.
Dexter D. John
executiveMr. Chairman, I second the motion.
Peter Amirault
executiveThank you, both. I declare the motion carried and the meeting concluded. On behalf of the company, I would like to thank you all for attending today.
Operator
operatorThis concludes the meeting. You may now disconnect.
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