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

May 15, 2024

Toronto Stock Exchange CA Health Care Health Care Equipment and Supplies shareholder_meeting 11 min

Earnings Call Speaker Segments

Operator

operator
#1

Thank you for standing by. My name is Jermaine, and I will be your conference operator today. At this time, I would like to welcome everyone to Profound Medical 2024 Annual General Meeting Conference Call. [Operator Instructions] I would now like to turn the call over to Arun Menawat, Chief Executive Officer. Please go ahead.

Arun Menawat

executive
#2

Thank you, operator. Good morning, everyone. It is now 10 a.m., and I will like to ask that this meeting come to order. My name is Arun Menawat. I'm the Chief Executive Officer of Profound Medical, and I would like to 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, Cynthia Lavoie, Murielle Lortie, Kris Shah, and Arthur Rosenthal. Welcome, everyone. Some members of our management team are also present today, and I would like to introduce them as well. Rashed Dewan, Profound's Chief Financial Officer; Mathieu Burtnyk, Profound's Chief Operating Officer; and Abbey Goodman, Profound's Chief Commercial Officer. Welcome. 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 Profound Medical received proxies representing 62.78% of our outstanding shares. 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 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. 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 of the TSX Trust Company to act as a scrutineer. The notice calling this meeting, the information circular and a form of proxy were mailed to all registered shareholders on record as of April 5, 2024. The declaration of mailing is available for inspection by any shareholder. And as I ask that the secretary file copies of each with the minutes of the meeting. I've 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. 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 the 2023 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. May I have a motion for such business?

Levant Tinaz

executive
#3

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.

Arun Menawat

executive
#4

Thank you, Mr. Tinaz. Is there a seconder?

Spencer Johnstone

executive
#5

Mr. Chair, I second the motion.

Arun Menawat

executive
#6

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

Arun Menawat

executive
#7

I declare the motion carried. The next item of business is the election of directors of Profound Medical. Profile Medical has nominated 6 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?

Levant Tinaz

executive
#8

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

Arun Menawat

executive
#9

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

Levant Tinaz

executive
#10

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.

Arun Menawat

executive
#11

Thank you. Is there a seconder?

Spencer Johnstone

executive
#12

Mr. Chair, I second the motion.

Arun Menawat

executive
#13

Thank you, Spencer. I have been advised by the Secretary that based on the proxies received in advance of this meeting, each director nominee has received at least 97% 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. Contrary? [Voting]

Arun Menawat

executive
#14

I declare the motion carried. That now concludes the formal business of this meeting. I declare the formal part of the meeting terminated, and thank you all for the meeting. Now that the formalities are completed, I'm happy to take and respond to any questions from either registered shareholders or proxy holders.

Operator

operator
#15

We will now begin the question-and-answer session. [Operator Instructions]. There are no further questions. I will now turn the conference back over to Arun Menawat for closing remarks.

Arun Menawat

executive
#16

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

Operator

operator
#17

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.

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