Solana Company (HSDT) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the 2021 Annual Meeting of Stockholders of Helius Medical Technologies. I am Dane Andreeff, Interim President and Chief Executive Officer and the Director of Helius. Thank you all for joining. At this time, I call the meeting to order. I will act as Chair of this meeting. Joyce LaViscount, our Chief Financial Officer, Chief Operating Officer and Secretary, will act as secretary of this meeting. I'm pleased to introduce the other current members of our Board, who are present virtually today: Sherrie Perkins. James Kochanski, a partner at our independent accounting firm, BDO USA LLP, is also present. During the meeting, we will address and vote on the matters as described on the agenda, and we ask that everyone abide by the rules of conduct for the meeting. The agenda for today's meeting, the rules of conduct, the proxy statement and the certified list of stockholders are available for viewing on the virtual meeting website. There are 5 items of business on today's agenda. At this meeting, you will be asked to elect 6 directors named in the company's proxy statement, each to serve for 1-year term until the 2022 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified or until his or her early death, resignation or removal. Second, ratify the appointment of BDO USA LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. Third, approve the compensation of the company's named executive officers. Fourth, approve whether an advisory vote on the compensation of the company's named executive officers should occur once every 1, 2 or 3 years. And five, approve a proposed amendment to Helius Medical Technologies Inc. 2018 Omnibus Incentive Plan. Linda Piscadlo with American Election Services has been appointed as inspector of election for today's meeting, and she has signed an oath of office, which will be filed in our corporate records. Ms. LaViscount has in her possession the following documents, the certified list of stockholders entitled to vote at this meeting, the notice of meeting, forms of proxy and proxy statement together with an affidavit of mailing of proxy material to each person, who is a record holder of our Class A common stock as of the close of business on April 8, 2021, the record date of this meeting. Copies of these documents will be filed in our corporate records with the meetings of this meeting -- with the minutes of this meeting. Ms. LaViscount, can you confirm that there is a quorum for today's meeting?

Yes, the holders of a majority of the voting power of the company's outstanding shares of stock entitled to vote as of the close of business on record date are present by remote communication or represented by proxy at today's meeting. As a result, a quorum is present. The meeting is duly constituted, and the business of the meeting may proceed.

I also have to add one other Board member, Jeff Mathiesen, has joined our meeting as well. Thank you, Ms. LaViscount. The report of the secretary on the existence of a quorum is accepted. We may now proceed to transact the business for which this meeting has been called. The time is now 10:05 Eastern Time, and the polls for all proposals are now open. If you have a question about one of the matters in the agenda to be voted on at today's meeting, please submit your questions in the field provided on the virtual meeting website. Questions should be restricted to the procedures for the meeting and proposals under consideration. We will answer questions on the matters in the agenda to be voted on by shareholders at this meeting, if received before the voting is closed. Holders of Class A common stock as of the close of business on the record date are entitled to 1 vote per share with respect to each proposal to be acted upon at today's meeting. If you are a stockholder, who has already voted by proxy, you do not need to vote at this meeting unless you wish to change your vote on these items. The individuals named in the proxy or any of them will vote your shares as indicated on the proxy that you already have mailed or delivered to us. If you're eligible to vote and have not submitted your ballot or proxy or if you want to change your vote, you may do so now. Please log on using your control number and cast your digital vote by clicking on the Voting button on the virtual meeting website and follow the instructions before the closing of the polls. The polls will close after the presentation of the last proposal and the notice of the meeting, the approval of a proposed amendment to the Helius Medical Technologies, Inc. 2018 Omnibus Incentive Plan. The digital votes cast today will be counted in the final tally along with the proxies previously received after the polls close. We will announce the preliminary results of today's meetings. I will now address the 5 items of business for today's meeting, each of which is more fully described in our proxy dated April 23, 2021. Proposal 1 is the election of 6 directors named in the company's proxy statement, each to serve a 1-year term until the 2022 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified or until his or her early death, resignation or removal. The Board has nominated Blane Walter, Edward Straw, Jeffrey Mathiesen, Mitchell Tyler, Sherrie Perkins and myself. Since no stockholder has provided notice of director nominees for this meeting, in accordance with our bylaws, the nominations are closed. You can read a short biography of each nominee in the company's proxy. The Board recommends you vote for each nominee for Director. Proposal 1 requires a plurality of votes of the shares present by remote communication or represented by proxy duly authorized at the annual meeting and entitled to vote generally on the election of directors. This means that 6 individuals nominated for election to the Board at the annual meeting receiving the highest number of 4 votes will be elected. You may either vote for the nominee or withhold your vote with respect to the nominee. Broker non-votes and withhold votes, if any, will have no effect on the outcome of this proposal. Proposal 2 is the ratification of the appointment of BDO USA LLP as the company's independent registered public accounting firm for the year ending December 31, 2021. The Board recommends you vote for this proposal. James Kochanski of BDO USA LLP is present at this meeting and available to respond to appropriate questions of stockholders. Proposal 2 requires the affirmation vote of the holders of the majority of the voting power of the shares present by remote communication or represented by proxy at the annual meeting and entitled to vote. Abstentions will have the same effect as votes against the matter. Proposal 3 is the approval of the compensation of the company's named executive officers by vote on the following resolution: resolved that the company's stockholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the summary compensation table and the other related tables and disclosure. This item has been covered in-depth in the proxy statement. The Board recommends you vote for this proposal. Proposal 3 requires the affirmation vote of the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the annual meeting and entitled to vote. Broker non-votes, if any, will have no effect on the outcome of this proposal. Abstentions will have the same effect as the vote against the matter. Proposal 4 is the approval of whether an advisory vote on the compensation of the company's named executive officers should occur once every 1, 2 or 3 years. As noted in the proxy statement, the Board of Directors recommends an advisory vote to occur every 3 years. Proposal 4 requires the affirmation vote of the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the annual meeting and entitled to vote. Broker non-votes, if any, will have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote against the matter. The Board expects to be guided by the alternative that receives the greatest number of votes even if not a majority. Proposal 5 is the approval of a proposed amendment to the Helius Medical Technologies, Inc. 2018 Omnibus Incentive Plan to, one, increase by 565,000 of maximum number of shares of Class A common stock that may be issued pursuant to awards granted under such plan; and second, to increase the maximum number of shares that may be issued pursuant to incentive stock options. This item has been covered in-depth in the proxy statement. The Board recommends you vote for this proposal. Proposal 5 requires the affirmation vote of the holders of a majority of the voting power of the shares present by remote communication or represented by proxy at the annual meeting and entitled to vote. Proxy, non-votes, if any, will have no effect on the outcome of this proposal. Abstentions will have the same effect as the vote against the matter. [Voting]

As there's no questions we've received on the proposals or questions on the proposals have been addressed, I hereby declare that at 10:15, the polls for the matters voted upon at this meeting are now closed. The inspector of election is determining the results of the voting. We will wait just a few moments while she completes the tabulation. The inspector of election advises that the proxies and the ballots have been counted. Based on the preliminary vote totals, each of Blane Walter, Dane Andreeff, Edward Straw, Jeffrey Mathiesen, Mitchell Tyler and Sherrie Perkins has been elected as a director. Second, the proposal to ratify the appointment of BDO USA LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2021, has been approved. Third, the advisory vote on our named executive officer compensation has been approved. Four, every 3 years was approved as the recommended frequency of the advisory vote on our named executive officer compensation. Fifth and lastly, the proposal to amend the Helius Medical Technologies, Inc. 2018 Omnibus Incentive Plan has been approved. The inspection of the elections will furnish the secretary a written report of the final vote count with respect to the matters voted on today, which shall be filed in our corporate records with the minutes of the meeting. We intend to include the final voting results in a current report on Form 8-K to be filed with the SEC within 4 business days. As there is no further formal business to come before this meeting, I declare the business portion of this meeting formally adjourned and all matters before it closed.