Rocky Mountain Chocolate Factory, Inc. (RMCF) Earnings Call Transcript & Summary

Hello and welcome to the Annual Meeting of Stockholders of Rocky Mountain Chocolate Factory, Inc. Please note that today's meeting is being recorded. You may submit questions or comments at any time during the meeting by clicking on the message icon on the upper-right corner of the meeting center screen. It is now my pleasure to turn today's meeting over to Bryan Merryman, Chairman and CEO of Rocky Mountain Chocolate Factory, Inc. Mr. Merryman, the floor is yours.

Good morning, ladies and gentlemen. I'm Bryan Merryman, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of Rocky Mountain Chocolate Factory. Due to the public health impact of the coronavirus outbreak and to support the health and well-being of our directors, employees, stockholders and other stakeholders, we are hosting this Annual Meeting as a virtual meeting this year. The virtual meeting technology also gives us the opportunity to increase engagement with our shareholders, regardless of their location and contain costs with an in-person meeting. We appreciate your attendance, your interest and most importantly, your support of Rocky Mountain Chocolate Factory. I now call to order the 2020 Annual Meeting of Stockholders. It is our intention to conduct the meeting in accordance with the agenda, which is posted on the Annual Meeting portal. We will conduct the business portion of the meeting, take any questions on the proposals before voting, conclude the vote and then report the voting results. During the course of this meeting, stockholders may submit questions through the Annual Meeting portal that are directly related to the business agenda of the meeting. Any questions that are not answered during the meeting can be addressed to our Investor Relations department after the meeting. Before proceeding to the business of the meeting, I would like to make certain introductions. In addition to myself, the current officers of the company who are present today are: Ed Dudley, Senior Vice President of Sales and Marketing; Greg Pope, Senior Vice President of Franchise Development; Donna Coupe, Vice President, Franchise Support and Training; Ryan McGrath, Vice President, Information Technology; and Sarah Mummert, Director of General Accounting, who is also acting as Secretary for this meeting. Christine Abbey, Assistant Vice President and Relationship Manager from Computershare is here today as well serving as the Inspector of Elections to this meeting. Also present today are the following Directors to be elected at this meeting. Franklin Crail, Brett Seabert, Scott Capdevielle, Mary Thompson, Andrew Berger and Tariq Farid. Finally, present today are representatives of Plante & Moran, the company's independent public accountants and auditors. With us today is Crystal Eustis, Lindsey Zunk and Jim Cowgill. This meeting is held pursuant to the notice and the proxy statement filed with the Securities and Exchange Commission on August 13, 2020, and mailed on or about August 18, 2020, to record holders of common stock on July 29, 2020, who are entitled to vote at this meeting. A list of shareholders entitled to vote at this meeting has been available at the company headquarters for the past 10 days. In addition, a list of stockholders as of the record date is available for inspection during the entire time of this meeting on the Annual Meeting portal. Present, in-person or by proxy are 4,993,578 shares of the company's common stock. This is approximately 82% of the outstanding common stock of the company. A quorum is present and under Delaware Law and our bylaws, therefore, this meeting is competent to transact business. On behalf of the Board of the Directors of the company, I would like to express my appreciation to all stockholders that are in attendance today and those who submitted their proxies for voting. We will now proceed with the business of the meeting. The time is now 10:04 AM, and I declare the polls open for each matter to be voted on at this meeting. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your vote, please do so via the online portal for this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls. Each of the proposals will be presented and discussed in the order set forth in the proxy statement. The first matter to be voted upon is election of 7 Directors as described in the proxy statement. The Board of Directors has nominated each of the following as directors of the company to serve until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Those directors are Bryan J. Merryman, Franklin E. Crail, Scott G. Capdevielle, Brett P. Seabert, Andrew T. Berger; Mary K. Thompson and Tariq Farid. The second item of business is the ratification of Plante & Moran as the company's independent public accounting firm for the fiscal year ending February 28, 2021. The third item of business is to conduct an advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement. The final item of business is to approve the amendment and restatement of the Rocky Mountain Chocolate Factory, Inc. 2007 equity incentive plan as amended and restated. There are no other items to be considered at the meeting. I will now pause to allow for all stockholders who wish to vote today to submit their votes on the above agenda items. If you have not already done so, please vote by clicking on the voting button on the web portal and follow the instructions. Please also submit any questions you may have related to these proposals now. I will now pause briefly for the voting. [Voting]

I declare the polls are now closed at 10:07 AM and ask that the Inspector of the Election tabulate the votes. We will pause briefly for the tabulation. Based on the preliminary tabulation of the votes, I announce that all of the nominees for election as directors have been duly elected. The appointment of Plante & Moran as the company's independent registered public accounting firm for the fiscal year February 28, 2021, has been ratified. The compensation of our named executive officers has been approved on an advisory basis. And the amendment and restatement of the Rocky Mountain Chocolate Factory, Inc. 2007 equity incentive plan as amended and restated has been approved. Within 4 business days, the company will file a current report on Form 8-K with the SEC disclosing the specific voting results for the matters voted on at this meeting. As there is no other formal business to be addressed, our program for the day has concluded, and I declare that the 2020 Annual Meeting of Stockholders is hereby adjourned. I would again like to express my appreciation to the stockholders who attended the meeting as well as your continued support for the company. Thank you.

Thank you. This concludes the meeting. You may now disconnect.