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

Welcome to the 2025 Annual and Special Meeting of Shareholders of Sphere 3D Corp. Please note that the meeting is being recorded. I would like to introduce Duncan McEwan, Chairman of the Board of Sphere 3D Corp. Mr. McEwan, the floor is yours.

Thank you very much, and good morning, everyone, and welcome to this Annual and Special Meeting of the Shareholders of Sphere 3D Corp. My name is Duncan McEwan, and I'm Chairman of the Board. Also present with me today are nominated directors, Su Harnett and Tim Hanley. Kurt Kalbfleisch, our Interim Chief Executive Officer and Chief Financial Officer, is also with us today. We're 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 Company to act as scrutineer at the meeting. Only registered shareholders who have signed in with their control number may vote or ask questions at the meeting. A notice describing how to access the company's proxy materials over the Internet and how to request a paper copy of the proxy materials was mailed on April 17, 2025, to the registered shareholders of record as of April 7, 2025. Declaration attesting to such meeting mailing has been provided by the TSX Trust Company. I hereby direct the Secretary to append the declaration of meeting 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 scrutineers' 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 and Special Meeting of Shareholders to be regularly called and properly constituted for the transaction of business. The business of this meeting is one, the presentation of financial statements for the year ended December 31, 2024; two, the election of directors; three, the ratification of the selection of auditors; four, the approval of the 2025 performance incentive plan; and five, the approval of an amendment to the articles of the company to potentially consolidate the company's common shares on a 1 new common share for up to 10 old common shares basis, to become effective at an exact ratio and date to be determined by the Board of Directors. We will conduct the votes on the matter before us by a poll. In a poll, each registered shareholder or their duly appointed proxy holder is entitled to vote on matter and has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be opened for 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 your vote on each resolution immediately or you can wait until the 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. To submit a question, click the ask a question button on the left menu of your screen and type your question in the text box. Once discussion on all items of business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be announced at the meeting and will also be filed on EDGAR and SEDAR within 4 business days. We will run through each of the items of the agenda in turn, responding to questions on that item of business while it is before the meeting. I now declare the polls to 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 have 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 31st of December 2024 and the report of the auditors thereon. These documents were mailed to you if requested, but were otherwise available on the Internet with the proxy materials and are also available, and have been publicly filed on 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 of business is the election of directors. Nominated directors include Timothy Hanley, Susan Harnett and myself, Duncan McEwan. As Chair, I propose the following motion, that the shareholders pass the resolution to elect Timothy Hanley, Susan S. Harnett, and Duncan J. McEwan as directors of the company, as outlined in the proxy statement on Pages 9 through 11 to hold office until the close of the next annual meeting of shareholders. This resolution must be passed by a majority of the votes cast in person or by proxy. Are there any questions? If there are no further 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 to ratify the selection of auditors. Our auditors are currently MaloneBailey LLP. As Chair, I propose the following motion: That the shareholders pass the resolution to ratify the selection of MaloneBailey LLP as the company's auditors, as outlined in the proxy statement on Page 18. This resolution must be passed by a majority of the votes cast in person or by proxy. Are there any questions. If there are no questions, please cast your votes on item 3 before we move on to item 4. Please vote now. [Voting]

The next item of business is to approve the 2025 performance incentive plan. As Chair, I propose the following motion that the shareholders pass a resolution to approve the 2025 performance incentive plan as outlined in the proxy statement on Pages 20 through 24. This resolution must be passed by a majority of the votes cast in person or by proxy. Are there any questions? If there are no questions, please cast your votes on Item 4 before we move to Item 5. Please vote now. [Voting]

The next item of business is to approve an amendment to the articles of the company to potentially consolidate the company's common shares. As Chair, I propose the following motion: That the shareholders pass a special resolution to approve an amendment to the articles of the company to potentially consolidate the company's common shares on a 1 new common share for up to 10 old common shares basis, to become effective at an exact ratio and date to be determined by the Board of Directors as disclosed in the proxy statement on Pages 25 through 28. This special resolution must be passed by 2/3 of the votes cast in person or by proxy. Are there any questions? If there are no questions please cast your vote. Please vote now. [Voting]

For those of you who have not yet voted on all of the resolutions, please do so now as I will shortly close the poll. I will close the poll in 10 seconds to allow online viewers to catch up. [Voting]

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

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