Spin Master Corp. (TOY) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Spin Master Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Chair, Anton Rabie. The floor is yours.

Thank you. This is a fantastic day, fantastic Board meeting yesterday, absolutely fantastic Directors. Just good morning, ladies and gentlemen. Welcome to our Annual Special Meeting of the Shareholders of Spin Master Corp. I'm Anton Rabie, Chair of the Board of Directors of the company. This year, to proactively deal with the unprecedented public health impact of COVID-19 pandemic and to mitigate risks to the health and safety of our communities, shareholders, executives, employees and other stakeholders, the meeting is being held as a virtual meeting, unfortunately. Holding our meeting virtually means there are some differences from the way our meeting is usually conducted. However, our goal is to replicate as best we can, the experience you would have, if we were meeting in-person. The people who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from different locations. Given the virtual format of today's meeting and in order for us to efficiently undertake the business to be conducted at this meeting, we would request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, please, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, we will have a question-and-answer session. If you have any questions, not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that such questions are addressed at the conclusion of the meeting. [Operator Instructions] We will do our best to answer all such shareholders' questions, but if for any reason, we are unable to do so, we will endeavor to follow-up with you after the meeting. Before proceeding with the formal business of the meeting, I would like to take this opportunity to address recent and pending changes, which are great to our Board and management team. As previously announced, myself and Ronnen Harary stepped down from our roles as Co-Chief Executive Officer of the company in April 2021 and continue our leadership, and our drive and our passion through our roles on the Board of Directors. I would like to formally introduce Max Rangel, our newly appointed Global President and Chief Executive Officer, to the shareholders at today's meeting. Big warm welcome to Max. Mr. Rangel brings unbelievable extensive experience in leading consumer-focused and high-performing teams, developing innovative marketing, great marketer and brand management programs and managing complex operations, and we look forward to his continuing contribution to the company. Max is also standing for election to the Board for the first time today. In addition, in June 2020, we were pleased to have Kevin Glass join the Board, and he is standing for reelection today. His deep experience in finance and much more has been a tremendous asset to Spin Master, and we're really grateful that Kevin has joined the team. Also standing for election to the Board for the first time today is the legendary Ed Clark, who, if elected, will join us as Deputy Chair. Ed, one of my greatest mentors in life and experienced Director with historic career in the financial industry and much more. We are excited to benefit from Ed's leadership, wisdom and much more in the next chapter of the company. Thanks, Ed, for all you do. We are really privileged and honor to have you. We have our 4 matters of formal business to conduct today: the approval of an amendment to the articles of the company to increase the maximum number of Directors, the election of Directors, the presentation of our 2020 financial statements, and the reappointment of the company's auditors for the coming year and authorization of the Directors of the company to fix such auditor's remuneration. Once the formal business of the meeting has been completed, there will be an opportunity to ask questions. Looking forward to your questions. While the fact is generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In light of the current context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. The meeting is now called to order. Great. In accordance with the company's bylaws, I will preside as Chair of this meeting; and Chris Harrs, Executive Vice President, General Counsel and Corporate Secretary of the company, will act as Secretary of the meeting. Hey, Chris.

Hey, Anton.

I hereby appoint Computershare Investor Services, Inc., through its representatives, to act as a scrutineer for the meeting. I would now ask Mr. Harrs, who's been at the company a long time and is terrific, to report on certain procedural matters.

Thanks, Anton. And the notice calling this meeting together with the form of proxy, and management information circular and annual report containing the financial statements of Spin Master Corp. for the financial year ending December 31, 2020, and the auditor's report thereon have been properly sent to each Director of the company, the auditors of the company and each intermediator and registered holder of voting shares of the company of record on March 15, 2021, being the record date for the purposes of determining which shareholders are entitled to receive the notice and vote at this meeting. Additional copies of these materials are also available online on the company's SEDAR profile at www.sedar.com. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with its preliminary report on attendance of this meeting, and I confirm that the requisite quorum of shareholders is present in-person or represented by proxy.

Thank you, Mr. Harrs. I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by Computershare Investor Services, Inc. and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder, you are using your control number to log into the meeting and accept the terms and conditions, you'll be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again during -- by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The item of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we'll provide a few additional moments for you to enter your votes. I will then declare voting closed on all matters of business. I now declare the online voting polls open on all items of business. The first item of business is to consider, and if deemed advisable, to pass a special resolution to amend the articles of the company to increase the maximum number of Directors from 11 to 12. The text of this resolution is set forth in the management information circular dated March 15, 2021. We will dispense with the reading of the resolution to the meeting. The articles of the company currently provide that the Board of Directors consist of no less than 7 and not more than 11 members. The Board has carefully considered issues relating to its size and determine the recommendation of the government and nominating committee that it would be in the best interest of the company if the maximum size of the Board were to be increased to 12 members. In order for the amendment of the company's article to be approved, a special resolution must be passed, a majority of not less than 2/3 of the votes cast at this meeting. May I have a motion on this matter?

Mr. Chair, I move that a special resolution in the form of the resolution on Page 8 of the management information circular sent to the shareholders with the notice of this meeting, approving the amendment of the company's articles, be passed as a special resolution of the company.

Miss Bisoukis, can you please advise whether any questions have been received on this matter from participants of this meeting?

Mr. Chair, I will pause for a moment to allow the questions to be submitted. I confirm that we have not received any questions from shareholders specifically on this item.

Great. Thank you. We'll now conduct the vote by way of online ballot. As previously noted, registered shareholders of the duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it is not necessary to vote again on this ballot. The next item of business is the election of Directors. Given that approximately 99.9% of proxies to positive prior to this meeting voted in favor of the special resolution to amend the company's articles to increase the maximum number of Directors, we will proceed on the basis that special resolution has received the requisite shareholder approval of a majority of not less than 2/3 of the votes cast at this meeting. The results of this vote on the special resolution will be formally tabulated at the conclusion of this meeting, and a report disclosing the voting results will be filed on SEDAR and discussed in our press release promptly after this meeting. Accordingly, the number of Directors to be elected at this Board meeting has been set by the company's Board of Directors at 12. May I please have management's nominations of candidates for the election of the Board?

Mr. Chair, I nominate each of the persons specified in the management information circular delivered with the notice of meeting being W. Edmund Clark, Jeffrey Cohen, Reggie Fils-Aime, Kevin Glass, Ronnen Harary, Dina Howell, Christina Miller, Anton Rabie, Max Rangel, Todd Tappin, Ben Varadi, Charles Winograd, serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.

Great, Chris. We have such a terrific group of Directors. As the company did not previously receive timely notice of any further nominations of persons for election as Directors of the company as required by the advanced notice provisions of the company bylaws, I declare the nominations closed. Miss Bisoukis, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause again for a moment to allow for questions to be submitted. I will confirm, we have not received any further questions or any questions from shareholders specifically on this item.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it is not necessary to vote again on this ballot. The next item on business in this presentation of the company's consolidated financial statements and the auditor's report thereon, we will dispense with the reading of the auditor's report. We will now proceed with the reappointment of the auditors of the company. May I have a motion on this matter? Mr. Harrs?

Mr. Chair, I move that Deloitte LLP chartered professional accountants, chartered accountants, licensed public accountants be reappointed as auditors of the company until the close of the next annual general -- Annual Meeting of Shareholders or until a successor is appointed, and that the Board of Directors be authorized to fix the auditor's remuneration.

Great. Miss Bisoukis, can you please advise whether any questions have been received on this matter from the participants in this meeting?

Mr. Chair, I will pause again for a moment to allow questions to be submitted. And I confirm that we have not received any questions from shareholders specially on this item.

Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it is not necessary to vote again on this ballot. We will now proceed with the process for completing the voting on the items of business of this meeting. Miss Bisoukis, have any questions come in from shareholders specifically on any matters of formal business?

I confirm, we have not received any questions from shareholders on the matters of formal business.

Thank you, again. The polls on all items of business will remain open for 1 more minute. For those of you who have not yet voted on all items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect of the formal business, and it is not necessary to vote again on these ballots. I confirm the polls are now closed, and the scrutineer has tabulated the results. I'm pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed, terrific, with the requisite shareholder approval. Accordingly, as a result, I hereby declare the special resolution approving the amendment of the company's articles approved. The nominated Directors elected and the auditors reappointed with the Board meeting authorized to fix such auditor's remuneration. A report disclosing the number of votes cast in favor of, withheld from voting or voted against each item of business at this meeting will be reported as part of the report of voting results to be filed on SEDAR and disclosed in a press release promptly following the meeting. As there is no other business that may properly come before the meeting, I declare this meeting terminated. Thank you to all. We would like now to invite any supplemental questions from shareholders or proxy holders present. As with a physical meeting, we will observe the same protocols of appropriateness and relevance to the meeting. Rest assured, we will not be attempting to limit or filter legitimate questions, and we'll do our best to address any issues raised. As previously noted, to the extent we are unable to respond to a submitted question, we will endeavor to follow-up with you after the meeting as we always do our best. [Operator Instructions] No questions, we hear. On behalf of the Board and management of the company, I would like to thank all of our wonderful shareholders as well as others who have joined us today for your support and attendance. You have a great day. Thanks.

This concludes the meeting. You may now disconnect.