Skillsoft Corp. (SKIL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I'd like to welcome you to the Special Meeting of Stockholders. This meeting is now called to order. I am Jeff Tarr, Chief Executive Officer and Director of Skillsoft, and I will preside as Chair of this meeting. I'd like to introduce Sarah Hilty who will serve as Secretary of this special meeting. Also with us is Bill Fiske, representative of Georgeson, who will serve as the Inspector of Elections at today's meeting. The Secretary has presented the list of stockholders entitled to vote at the meeting who are holders of record of our common stock at the close of business on March 7, 2022, and the affidavit of mailing of the notice of meeting and proxy statement indicating that notice of the meeting has been duly provided, a copy of which will be appended to the minutes of this meeting. A copy of our proxy statement is available on the Special Meeting website and the Securities and Exchange Commission's website at www.sec.gov.

Bill Fiske has been duly appointed as Inspector of Election for today's meeting. Mr. Fiske has duly executed the oath of office, which will be appended to the minutes of this meeting.

We are conducting this meeting in accordance with our bylaws and the stockholder rules of conduct to the special meeting. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls by locking into the meeting website as a stockholder and clicking the vote here button on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is required. If you have any questions, please submit them via the meeting website. The Secretary will now report the number of shares of Skillsoft represented by proxy at the meeting.

The Inspector of Elections has confirmed that proxies have been received by a majority of the shares of Skillsoft common stock entitled to vote as of the record date of March 7, 2022. Therefore, there is a quorum for all action to be taken at the meeting. Accordingly, the meeting is duly constituted, and we may now proceed with the business of the meeting.

We now come to the proposals to be considered and voted upon by stockholders. The time is now 9:32 a.m. Mountain time, and the polls are now open. I will state each proposal in order. The first item on the agenda to be considered and voted on by stockholders is proposal #1, the stock issuance proposal. This is the proposal to approve for purposes of complying with applicable sections of the New York Stock Exchange listed company manual, the issuance of shares of Class A common stock of Skillsoft pursuant to the merger agreement among Skillsoft, Skillsoft Finance II Inc. Skillsoft Newco I Inc., Skillsoft Newco II LLC, Ryzac Inc., which we will refer to as Codecademy, and Fortis Advisors LLC solely in its capacity as the representative of the Codecademy equity holders. The Board of Directors recommends a vote for the approval of the stock issuance proposal. [Voting]

The next item on the agenda to be considered and voted upon by stockholders is proposal #2, the adjournment proposal. This is a proposal to approve one or more adjournments of the special meeting, only for the reasons set forth in the proxy statement. The Board of Directors recommends a vote for the approval of the adjournment proposal. I move for the approval of the foregoing proposals. [Voting]

I second the motion.

The time is now 9:34 a.m. Mountain time, and the polls are now closed. I now call upon the Secretary to provide a report of the noted results as received from the Inspector of Election.

I have received the preliminary voting results from the Inspector of Election based on the proxies received as of the opening of the polls at today's meeting. Based on these preliminary voting results. Both proposals #1 and #2 have been approved. All votes are subject to final counts certified by the Inspector of Election. We will report the final vote results on a Form 8-K filed with the SEC within 4 business days from today's meeting.

Thank you for attending today's meeting. There being no further business to come before the meeting, the meeting is now adjourned.