Profound Medical Corp. (PRN) Earnings Call Transcript & Summary

Good morning, everyone. It is now 10:00 a.m., and I would like to ask that the Profound Medical AGM meeting come to order. My name is Arun Menawat. I am the Chief Executive Officer of Profound Medical, and I will act as the Chair for today's meeting. On behalf of Profound Medical, I'm pleased to welcome you to this meeting of shareholders. Before we proceed with the formal business of today's meeting, I would like to introduce the Directors of Profound Medical, who are present via conference call today. Brian Ellacott, Ken Galbraith, Cynthia Lavoie, Murielle Lortie, Kris Shah and Art Rosenthal. I will also like to recognize Rashed Dewan, the Chief Financial Officer of Profound. Given our current environment and in consideration of the health and safety of our shareholders, team members and the broad community, we have resorted to limiting access to today's meeting and having the meeting broadcasted by way of webcast and conference call instead. Other than select members of management, there are no outside shareholders or proxy holders physically present at the meeting today. For those shareholders listening to this broadcast by way of the webcast or conference call, you need not take any action during the formal part of today's meeting, and we wish to thank you for submitting your proxies in advance of today's meeting. Your votes will be recorded as you have instructed. And again, you need not take any action during the formal part of the meeting. I am pleased to advise that the Profound Medical -- that Profound Medical received proxies representing 61.88% of the outstanding shares and that the proxies voted overwhelmingly in favor of all resolutions to be considered today. Shareholders listening to this broadcast will not be able to participate during the formal part of today's meeting. However, you will be able to ask questions after the formal part concludes. That said, to facilitate and timely -- the timely completion of the formal business, arrangements have been made with those management shareholders physically present today to move and second the resolutions to be considered. I will call on such shareholders at the appropriate time. We look forward to returning to our regular meeting format next year and appreciate your understanding. In accordance with the bylaws of Profound Medical, Rashed Dewan, Chief Financial Officer, will act as the secretary for today's meeting, and I appoint Rosa Garofalo to the TSX Trust company -- I'm sorry, of the TSX Trust Company to act as the scrutineer. The notice calling this meeting, the information circular and a form of the proxy were mailed to all registered shareholders on record as of April 8, 2022. The declaration of mailing is available for inspection by any shareholder, and I ask that the secretary file copies of each with the minutes of the meeting. I have been advised by the secretary that quorum has been met for the meeting. The scrutineer's report is available for inspection by any shareholder, and I ask that the secretary file a copy of the report with the minutes of the meeting. With that said, I declare this meeting regularly called and properly constituted for the transaction of business. All votes today will be conducted by way of show of hands, and I remind those shareholders listening to this broadcast, you need not take any action during this formal part of the meeting. I will now proceed with the formal business of the meeting. The first item of business is the presentation of 2021 audited financial statements of Profound Medical and the auditor's report thereon. The financial statements are available on our website and SEDAR. No action needs to be taken by shareholders with respect to such statements. The next item of business is the appointment of the auditor of Profound Medical. Mr. Tinaz, may I have a motion for such business?

Mr. Chair, I move that PricewaterhouseCoopers LLP be appointed as the auditor of Profound Medical to hold office until the close of the next annual meeting or until its successor is duly appointed at such remuneration as may be determined by the Board of Directors.

Thank you, Mr. Tinaz. Mr. Matthew Sobczyk, would you please second the motion?

Mr. Chair, I second the motion.

Thank you, Matthew. Any discussion? All those in favor of this resolution, please signify by raising your hand. [Voting]

Any in contrary? [Voting]

I declare the motion carried. The next item of business is the election of the directors of Profound Medical. Profound Medical has nominated 7 directors for election and did not receive any other nominations from shareholders in accordance with our bylaws. Accordingly, Mr. Tinaz, would you please nominate Profound Medical's director nominations?

Mr. Chair, I nominate the following: Arun Menawat, Brian Ellacott, Kenneth Galbraith, Cynthia Lavoie, Murielle Lortie, Kris Shah and Arthur Rosenthal.

Thank you, Levant. May I have a motion to elect those nominated?

Mr. Chair, I move that the corporation's director nominees be elected as directors of Profound Medical to hold office until the close of the next annual meeting or until their successors are elected or appointed.

Thank you, Levant. Mr. Sobczyk, would you please second the motion?

Mr. Chair, I second the motion.

Thank you, Matthew. I have been advised by the secretary that based on the proxy received in advance of this meeting, each director nominee has received at least 95.5% of the total votes in favor of their election. Accordingly, for purposes of today's meeting, we will forgo individual director voting and proceed with a vote on all director nominees. Is there any discussion? All those in favor of this resolution, please signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. The last item of business is the approval of an -- of all unallocated options issued pursuant to the share option plan of Profound Medical. May I please have a motion for such business, Levant?

Mr. Chair, I move that the resolution on Page 9 of the information circular be approved.

Thank you. Is there a seconder?

Mr. Chair, I second the motion.

Thank you. Is there any discussion? All those in favor of this resolution, please signify by raising your hand. [Voting]

Any contrary? [Voting]

I declare the motion carried. That now concludes the formal business of this meeting. I know that we all look forward to talking to you next year when we intend to return to holding our annual meeting in person. I declare the formal part of the meeting terminated and thank you all for attending. Now that the formalities are completed, I'm happy to take and respond to any questions from either registered shareholders or proxy holders. [Operator Instructions]

No questions at this time.

Thank you. As there are no questions or no more questions, this concludes today's meeting. Thank you all for participating.