Sphere 3D Corp. (ANY) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of Shareholders of Sphere 3D Corp. Please note the meeting is being recorded. I would like to introduce Ms. Patricia Trompeter, CEO and Director of the company. Ms. Trompeter, the floor is yours.

Thank you so much. Good morning, everyone, and my apologies, the Internet just went down in our building. So we are doing this what I'll call old school. Good morning, and welcome to the special meeting of the shareholders of Sphere 3D Corp. My name is Patricia Trompeter, and I'm the Chief Executive Officer and a Director of the company. Also present with me today are your current directors of the company Ms. Harnett; Ms. Hanley; McEwan; and Matt Davin. We are pleased to host the meeting through TSX Trust Company's virtual meeting platform accessible to all our shareholders regardless of physical location to participate, submit questions and vote. I officially call the meeting to order and appoint Jason Meretsky, Canadian Corporate Counsel to act as Secretary of the meeting and Amy Kam of TSX Trust to act as Scrutineer of the meeting. Only registered shareholders, who held shares in their name as of November 8, 2022, being the record date of this meeting or their validly appointing proxy holders shall be entitled to vote at this meeting. The notice calling this meeting, a management information circular and form of proxy were mailed on November 18, 2022, to the registered shareholders and non-objecting beneficial owners of record as of November 8, 2022. A declaration attesting to such mailing has been provided by the TSX Trust Company. I hereby direct the secretary to append the declaration of the mailing as Schedule A to the minutes of this meeting. The company's bylaws provide that a quorum at the meeting shall consist of at least 2 persons present and holding or representing by proxy not less than 25% of the total number of outstanding common shares having voting rights at the meeting. As the company is considered a foreign private issuer for the calendar of 2022, the Canadian quorum requirements shall govern. The scrutineer has provided a report indicating the quorum of the shareholders is present and the scrutineers' report on the quorum is available for inspection to all shareholders following the meeting. Due to notice having been given and a quorum being present, I declare the Annual and Special Meeting of the shareholders to be regularly called and properly constituted for the transaction of business. The business of this meeting is: one, the presentation of the financials for the year end December 31, 2021; two, to increase the number of directors to 6; three, the election of directors; and four, the appointment of auditors; and five, the approval of the Hertford Transaction Proposal. We will conduct votes on the matters before us by poll. In a poll, each registered shareholder or their duly appointed proxy holder is entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time, click the voting button on your left menu of your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. There will be an opportunity for shareholders to ask questions on each resolution in turn. [Operator Instructions] Once discussion on all items of the business has concluded, I will give you a minute to enter your votes and then declare the voting closed on all resolutions. The results of the meeting will be released today on EDGAR and SEDAR, and we will run through each of the items on the agenda in turn, responding to questions on that item of business before -- while it's before the meeting. I now declare the polls open on all resolutions. The registered shareholders and duly appointed proxy holders, please click voting button in order to cast your votes. If you've already submitted your votes in advance and you do not wish to change your vote, you do not need to take further action. As the first item of business, I place before the meeting financial statements for the year ended December 31, 2021, and the report of the auditors thereon. These documents are available and have been publicly filed on both SEDAR and EDGAR. In addition, the financial statements and auditor's report will be attached as a schedule to the minutes of this meeting. The next item, Item 1 on the -- is to pass the resolution to increase the number of directors on the Board from 5 to 6. As Chair, I propose the following motion that the shareholders pass the resolution to increase the number of directors on the Board from 5 to 6 as members outlined in the management information circular on Pages 8 through 11. This resolution must be passed by a majority of the votes. Are there any questions?

There are no questions at this time.

If there are no questions, please cast your votes on item 1 before we move to item 2. Please vote now. [Voting]

Item 2, the election of directors. The next item of business is the election of directors. The nominated directors include David Danziger; Timothy Hanley; Sue Harnett; Vic Mahadevan; Duncan McEwan and Patricia Trompeter. As Chair, I propose the following motion that the shareholders pass the resolution to elect David Danziger; Timothy Hanley; Susan Harnett; Vic Mahadevan; Duncan McEwan and Patricia Trompeter as directors of the company, as outlined in the management information circular on Page 8 through 11 to hold office until the close of the next Annual Meeting of Shareholders. This resolution must be passed by a majority of votes. Are there any questions?

There are no questions at this time.

If there are no questions, please cast your votes on item 2 before we move on to item 3. Please vote now. [Voting]

The next item of business is the appointment of the auditors. Our auditors are currently MaloneBailey LLP, and it is proposed that they be reappointed as the company's auditors and that the directors be authorized to fix their remuneration. As Chair, I propose the following motion that the shareholders pass the resolution to appoint MaloneBailey LLP as the company's auditors and authorize the directors to fix their remuneration as outlined on the Management Information Circular on Page 12. This resolution must be passed by a majority of the votes. Are there any questions?

There are no questions at this time.

If there are no further questions, please cast your votes on item 3 before we move on to item 4. Please vote now. [Voting]

The final item of business is the approval of the resolution to authorize the conversion of the outstanding Series A preferred shares into common shares of the company. As Chair, I propose the following motion: that the shareholders pass a resolution authorizing the conversion of the outstanding Series A preferred shares into common shares of the company as outlined in the management information circular, on Pages 14 and 15 as the Hertford Transaction Proposal. This resolution must be passed by a majority of the votes. Are there any questions?

There are no questions at this time.

If there are no further questions, then please cast your votes on item 4. Please vote now. For those of you who have not voted on all the resolutions, please do so now as I will shortly close the poll. It is now 11:11, and I will close the polls and all resolutions in 10 seconds to allow the online views to catch up. [Voting]

The polls are now closed. The scrutineer has advised that all resolutions have been carried. And as there are no further business to be brought before the meeting, I declare that this meeting is adjourned. Thank you. Now that the meeting is adjourned, I'll take any questions. Are there any questions?

Again, there are no questions at this time.

Okay. Great. I'd like to thank everybody for their time. And at this time, we'll be concluding the meeting. Thank you.

Ladies and gentlemen, as the meeting has now concluded, you may now disconnect.