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

Welcome to the 2023 Annual Meeting of Shareholders of Sphere 3D Corp. Please note that the meeting is being recorded. I would like to introduce Duncan McEwan, Chair of today's meeting. Mr. McEwan, the floor is yours.

Thank you and good morning, everyone, and welcome to this Annual Meeting of the Shareholders of Sphere 3D Corp. My name is Duncan McEwan, and I am the Chairman of the Board of the company. Also present with me today are your current directors of the company: Ms. Harnett; Mr. Danziger; Mr. Hanley; Mr. Mahadevan; and Ms. Trompeter, also our Chief Executive Officer. Kurt Kalbfleisch, our Chief Financial Officer, is also with us today. We are pleased to host the meeting through TSX Company's -- 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 Rosa Garofalo of TSX Trust Company to act as Scrutineers of the meeting. Only registered shareholders who have signed in with their control number may vote at the meeting. The notice calling this meeting, a proxy statement and management information circular and form of proxy were mailed on or about November 10, 2023, to the registered shareholders and non-objecting beneficial owners of record as of October 23, 2023. A declaration attesting to such mailing has been provided by the TSX Trust Company, and I hereby direct the secretary to append the declaration of mailing as Schedule A to the minutes of this meeting. The company's bylaws provide that a quorum of the meeting shall consist of at least 2 persons present and holding or representing by proxy not less than 33 1/3% of the total number of outstanding common shares having voting rights at the meeting. The scrutineer has provided a report indicating that a quorum of shareholders is present. The scrutineer's report on quorum is available for inspection by any shareholder following the meeting. Due notice having been given and a quorum being present, I declare this Annual Meeting of Shareholders to be regularly called and properly constituted for the transaction of business. The business of this meeting is, first, the presentation of financial statements for the year ended December 31, 2022; second, the election of directors; and third, the appointment of auditors. We will conduct the votes on the matters before us by a poll. In the poll, each registered shareholder or their duly appointed proxy holder is entitled to vote on the matter, has one 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 the left menu on your screen when the poll is announced. This will allow you to choose to vote on each resolution immediately or wait until conclusion of 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 business has concluded, I will give you a minute to enter your vote and then declare voting closed on all resolutions. The results of the meeting will be released on EDGAR and SEDAR. We will run through each item in turn, responding to questions on that item of business while it's before the meeting. I now declare the polls open on all resolutions. Registered shareholders and duly appointed proxy holders, please click on the Voting button in order to cast your votes. If you've already submitted your votes in advance and 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, 2022, and the report of the auditors thereon. These documents were mailed to you with the proxy statement and are also available and have been publicly filed on SEDAR and EDGAR. In addition, the financial statements and auditors' report will be attached as a schedule to the minutes of this meeting. The next item of business is the election of directors. Nominated directors include David Danziger, Timothy Hanley, Susan Harnett, Vivekanand Mahadevan, Duncan McEwan and Patricia Trompeter. As Chair, I propose the following motion: that the shareholders pass a resolution to elect David Danziger, Timothy Hanley, Susan S. Harnett, Vivekanand Mahadevan, Duncan McEwan and Patricia Trompeter as directors of the company as outlined in the proxy statement on Pages 9 through 30, to hold office until the close of the next Annual Meeting of Shareholders. This resolution must be passed by a majority of the votes. Are there any questions? If there are no questions, please cast your votes on item 1 before we move on to item 2. Please vote now. [Voting]

The next item of business is the appointment of auditors. Our auditors are currently MaloneBailey LLP, and it is proposed that they be reappointed as the company's auditors. As Chair, I propose the following motion: that the shareholders pass a resolution to appoint MaloneBailey LLP as the company's auditors as outlined in the management information circular on Page 23. This resolution must be passed by a majority of the votes. Again, are there any questions? If there are no further questions, please cast your votes on item 2. For those of you who have not voted on all the resolutions, please do so now as I will shortly close the poll. I will close the polls on all resolutions in 10 seconds to allow anyone to catch up. [Voting]

The polls are now closed. We have received a preliminary scrutineer's report, and it shows that all resolutions have been carried, and so there is no further business to be brought before the meeting. I declare this meeting is terminated. Thank you.

7 minutes. I got it.

Thank you for attending today's meeting. You may now disconnect.