Tecogen Inc. (TGEN) Earnings Call Transcript & Summary

Greetings, and welcome to Tecogen's shareholders meeting. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Abinand Rangesh. Thank you. You may begin.

Thank you. Good afternoon, ladies and gentlemen. Will the meeting please come to order? I would like to welcome all of you to the 2024 Annual Meeting of Stockholders of Tecogen Inc. I'm Abinand Rangesh, CEO and a Director of Tecogen, and I will be presiding this meeting. Also present at this meeting today is John K. Whiting, IV, Tecogen's General Counsel and Secretary. Mr. Whiting will act as Secretary for the meeting. Mr. Whiting has also been appointed to serve as Inspector of Elections. Mr. Whiting has signed his oath of office, which has been submitted to Tecogen, and will be incorporated into the minutes of this meeting. Everyone other than Tecogen's directors and officers should have presented proof that you're a stockholder of Tecogen. If there are any of you who have not done so, would you please do so now. Upon entering the meeting, each of you was presented with an agenda and a list of rules of conduct for the annual meeting. We ask that you abide by these rules to be fair to the other stockholders present, and so that we can conduct an orderly meeting. As stated in the rules of conduct, stockholders should not address the meeting until recognized. If you want to ask the question or speak during the meeting, please wait for the appropriate time in the agenda, and raise your hand. After you're recognized, first, identify yourself and your status as a stockholder or representative of a stockholder and make your comment or ask your question. As stated in the rules of conduct, we ask that you restrict your remark or questions to 2 minutes, and that they pertain to the items under discussion in the agenda. Thank you for your cooperation with these rules. The Secretary has delivered an affidavit of mailing established -- establishing that notice of this meeting was mailed on or about April 25, 2024, for the holders of record of common stock of Tecogen as of April 9, 2024, the record date. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 9, 2024, are entitled to vote at this meeting. The affidavit of mailing is available for examination by any stockholder present. The secretary has also delivered a complete alphabetical list of the stockholders of record at the close of business on April 9, 2024, who are entitled to vote showing their respective addresses and the number of shares held by each. This stockholder list is available for examination by any stockholder present. Our first order of business is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. The Inspector of Elections, do you have a report on quorum?

Yes. This is Jack Whiting. The certified stockholders list shows that the holders of 24,850,261 shares of common stock at Tecogen are entitled to vote at this meeting. As Inspector of Elections, I'm also informed that there are representative in person or by proxy, 13,772,518 shares of common stock or approximately 55.42% of all shares entitled to vote at this meeting. Therefore, we have a quorum.

Thank you. On the basis of the report of the Secretary and the Inspector of Elections, I find that the proper notice has been given, and that a quorum is present. Because the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, I declare this meeting to be duly convened for the purposes of transacting such business as may be properly come before it. Mr. Whiting, were there any stockholder nominations or proposals for business for this meeting properly filed with the Corporate Secretary?

No, Mr. Chairman, there were no stockholder proposals presented to the secretary of the company in accordance with the company's bylaws.

Since no stockholder proposal properly filed with Tecogen Secretary in advance of this meeting as provided in the company's bylaws, the next order of business is the presentation of the company's proposals 1 through 4, followed by voting on the proposals. Proposal 1 is the election of 7 directors of the company. The proxy statement sent to you earlier listed the nominees for these positions. Proposal 2 is the ratification of the appointment of Wolf & Company as independent registered public accountants for the company for the fiscal year ending 2024. Tecogen's position regarding this proposal is stated clearly in the proxy statement. Proposal 3 is the approval of an amendment to the company's amended and restated certificate of incorporation to affect the combination of the company's outstanding shares of common stock into lesser numbers of shares or the reverse stock split, ranging from 1-to-4 to 1-to-6. The specific ratio of such split on the implementation and timing of which shall be subject to the discretion of the company's Board of Directors. Proposal 4 is the approval on a nonbinding advisory vote basis, the compensation paid to named executive officers of the company for 2023. The company's position regarding each of the proposals is stated clearly in the proxy statement delivered to stockholders. I now declare the polls open to vote on proposals 1 through 4. If you would like to vote here at the meeting as opposed to by proxy, please cast your votes now for this proposal. Please remember that if you've already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. The Inspector of Election will now collect any outstanding proxy cards. [Voting]

I now declare the polls closed. When ready, will the Secretary please report the results of the voting.

The proxies have been counted and based on the preliminary vote totals, on Proposal 1, John M. Albertine, Angelina M. Galiteva, Ahmed F. Ghoniem, John N. Hatsopoulos, Susan B. Hirsch, Earl R. Lewis, III; and Abinand Rangesh have been elected as directors of the company. Each candidate received the majority of the votes cast at the meeting. On Proposal 2, the ratification of the appointment of Wolf & Company as Tecogen's independent registered public accounting firm for the year ending 2024 has been approved by the stockholders by a majority of the votes cast at the meeting. On Proposal 3, shareholders holding the majority of the outstanding shares of the company's common stock have not approved an amendment to the company's amended and restated certificate of incorporation to effect the reverse stock split or a combination of the company's common stock into a lesser number of shares. On Proposal 4, the compensation paid to the named executive officers of the company has been approved on a nonbinding advisory vote basis by the holders of the majority of the company's common stock.

We have concluded the voting on proposals at the Stockholders' Annual Meeting, and pursuant to the powers given to the Chairman of the meeting in our bylaws, I hereby officially adjourn the meeting. Following the adjournment of this meeting, I will respond to questions. I would like to express my sincere appreciation to stockholders who attended this meeting as well as those who submitted their proxies but were not able to be present in person. Thank you. I'll open the floor for any questions.

[Operator Instructions] There are no questions at this time. I would now like to turn the call back over to management for any closing comments.

Thank you, Rob, and thank you for everybody who attended by phone or who voted their shares. Have a good day. Bye-bye.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.