SLANG Worldwide Inc. (SLNG) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the SLANG Annual and Special Meeting of Shareholders. [Operator Instructions] And the conference is being recorded. I would now like to turn the conference over to Drew McManigle, Interim CEO and Chair of the Board. Please go ahead.

Good morning. Subject to the Canada Business Corporations Act and the articles, a quorum at any meeting of shareholders will be 2 or more persons present in person and -- holding or representing by proxy not less than 5% of the votes attached to all shares entitled to be voted at the meeting. Good morning, ladies and gentlemen, and welcome to the Annual and Special Meeting of shareholders of SLANG Worldwide Inc. My name is Drew McManigle, and I am the Chair of the Board, Interim CEO and a Director of SLANG and will be acting as Chair for today's meeting. Before we begin the formal business of the meeting, given this meeting is being held virtually, I would like to set out a few rules for its orderly conduct. First, questions in respect of a motion or procedural matter can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. Please note, there will be a slight delay in the publication of the communications received. Second, today's meeting is being held solely for the purposes set out in the notice of meeting and accompanying information circular in respect of this meeting; third, for the purposes of today's meeting, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item. Finally, when you are asked to vote, you will receive a message on the Lumi virtual interface requesting you to register your votes. I will advise you when the polls are about to close. With your approval and in accordance with the bylaws of the corporation, I shall ask Leah Hodges to act as recording Secretary and Heather Conran of Odyssey to act as scrutineer. In order to make the best use of our time, certain shareholders or proxy holders have been asked to move and second the proposals, which are called for in the notice of the meeting. The notice calling this meeting was delivered to shareholders of record at the close of business on May 12, 2022, in accordance with the bylaws of the corporation and the Canada Business Corporations Act. Unless anyone objects, I propose that we dispense with reading the notice of meeting. As I said, business may be transacted at this meeting if 2 or more persons are present holding or representing by proxy not less than 5% of the shares entitled to vote at the meeting. The scrutineers' report has now been received, and it shows that there is a quorum of shareholders present at the meeting. I direct the scrutineers report to be kept by the secretary with the minutes of this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of the formal business of the meeting. Before I move to the next item, I will now take a moment to ask that the balloting be reopened to registered shareholders and duly appointed proxy holders. The polls are now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the information circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of the auditors and selecting for or against buttons next to the resolutions with respect to the equity compensation plan. Although the polls are now open, each item of business will be introduced one at a time and registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or user names will be able to vote on all motions until the closing of polls, which will occur shortly after all matters to be voted on have been formally put before the meeting. The first item of business is to receive and consider the audited consolidated financial statements of the corporation for the year ended December 31, 2021 and the auditor's report thereon and the management's discussion and analysis, both of which are available for review on SEDAR and are located on the Lumi dashboard page. Given the foregoing, it is not proposed that they be read at the meeting, but that they be taken as received. The next item of business is the election of directors of the corporation to hold office until the next Annual Meeting of Shareholders. Drew McManigle, Felicia Snyder, Kevin Albert, Sandra Levy, Ruth Chun, Todd Boudreau and Adam Crocker are the nominees standing for election as directors. They have all consented to stand for election, and I would appreciate a motion to elect those nominated as directors of the corporation to hold office until the close of the next annual meeting or until their successors are duly elected or appointed.

I move that motion.

As Chair, I second the motion. The next item of business is the appointment of Baker Tilly WM LLP, Chartered Professional Accountants as auditors to hold office until the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board of Directors. I will now ask for someone to move and someone to second a motion in this regard.

I move that motion.

As Chair, I second that motion. The next item of business is to consider and, if being advisable, pass without amendment, a special resolution, the full text of which is set out in the information circular for this meeting, available for review on SEDAR and located on the Lumi dashboard page, adopting and approving a 15% rolling equity compensation plan of the corporation. I will now ask for someone to move and someone to second a motion in this regard.