Thinkific Labs Inc. (THNC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Thinkific Labs, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will begin to consent to the recording transfer and needs of the fee. If you disclose personal information of another person in today's meeting, you will be keen to represent and warrant to Computershare and the company that you first obtain all required consents for the disclosure recording transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Fraser Hall, Chair of the Board. The floor is yours.

Thank you, Katherine. I'd like to welcome you all to the 2024 Annual General Meeting and Special Meeting of the Shareholders of Thinkific Labs. I'm Fraser Hall, the Chair of the Board of Directors and joining me today are other members of the Board of Directors. They are Greg Smith, Thinkific CEO; Melanie Kalemba, Katie May and Brandon Nussey, Steve Krenzer the final Board member sends his regrets. Non-director participants include Ed Ma, KC, VP, General Counsel and Corporate Secretary and Joo Hun Kim, Head of Investor Relations. The company is holding the meeting in a virtual-only format. Shareholders will have the opportunity to participate and vote at the meeting through Computershare's online meeting platform. During the meeting, you can submit questions or comments at any time by clicking on the Q&A icon and we'll do our best to respond. Voting on matters before today's meeting will be conducted by the following procedure. Voting on all matters will be conducted by electronic ballot through the online system. Only registered shareholders and duly appointed proxy holders who have properly logged in with their 15-digit control number or invitation code will be able to vote on each business item. To vote, click on the Vote tab on the right side of the screen and simply click on your choice, for, withhold or against as applicable. A confirmation message will appear to show that your Vote has been received to change your vote, simply change your selection. The votes you have submitted on each polling item at the time of the poll closes will be recorded. Today, totals in favor or against or withhold, as the case may be, for each resolution item will be tallied by the scrutineer once the voting is completed, and the Chair myself, will report on the preliminary outcome of all motions in the meeting. We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. Once the polls close, your votes will automatically be submitted for resolution will reflect closed on the meeting site. For efficiency, we will be opening all polls on the matters that will be voted on at the beginning of the meeting once quorum is established and we'll close after the last matter has been [ attended. ] Questions or objections in respect of a motion can be submitted by any registered shareholder or any duly appointed proxy holder using the instant messaging service on the online interface. Please note that there will be a slight delay in questions being submitted to us. Throughout the meeting, we will pause and provide you time to ask your questions using the Q&A icon on the online interface. To explain the meeting in accordance with the articles of the company, I will move motions and no motion needs to be seconded. I now ask the 2024 Annual General and Special Meeting of the shareholders of Thinkific come to order. Unless there is an objection, I will preside as Chair of the meeting, and I will ask Ed Ma, KC, VP General Counsel and Corporate Secretary of the company to act as Secretary of the meeting. In addition, unless there is any objection, I will appoint Tom Lee of Computershare Investor Services to act as scrutineer for the meeting. Secretary has advised me that the notice calling the meeting together with the form of proxy and management information circular have been sent to each Director of the company, the Auditor of the company and the shareholders of the company of record on May 9, 2024, the record date of the meeting. Additionally, docs and materials can be accessed through today's virtual meeting platform by clicking on the documents tab on your screen. Unless there is an objection, I will dispense with reading of the notice of -- dispense of the reading up the notice of meeting. Okay. The quorum for the transaction of business at the meeting is 2 persons who are or who represent by proxy shareholders who, in aggregate hold at least 25% of the issued shares entitled to be voted at the meeting. The scrutineer's report shows a quorum of shareholders of the company to be present. Accordingly, I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted to the transaction of business. I directed the confirmation of mailing of notice meeting received by Computershare Investor Services and the scrutinous complete report on the attendance be annexed to the minutes of the meeting. I declare the polls now open. The last Annual General Meeting of the company held on June 22, 2023. Minutes of that meeting are filed in the company's minute books and are available for inspection. Unless there is an objection, I'll dispense with the reading of the minutes of the 2023 Annual General Meeting. Okay. We'll now proceed with the first item of business. I now present to the meeting the audited consolidated financial statements of the company, as at and for the fiscal year ended December 31, 2023, together with the auditor's report to the shareholders. Copy of this document have been mailed to the shareholders who requested such statements and are available under the company's profile on the SEDAR+. A copy can also be accessed through today's virtual meeting platform by clicking the Documents tab on your screen. The audited financial statements together with audited reports are now placed before the meeting. No vote is required for the reception of these documents. Accordingly, I declare that these documents have been received. The next item of business is to set the number of directors for the ensuing year at 9, which is current number, maximum number -- maximum number of directors that may be applied. The additional vacancies provide flexibility should the need arise. I now call a motion to set the number of directors at 9 for the ensuing year. Are there any questions on the motion? As there are no questions, I'd like to ask shareholders and proxies present to vote by ballot setting the number of directors, if you have not already done so. We will now pause for a moment while the votes are recorded on this motion. [Voting]

As noted earlier, preliminary voting results for all resolutions will be summarized at the end of the meeting. I'll now move to the next item of business. Next item of business is the election of directors. The management information circular contains the names and bios of the 6 persons proposed by management for election at the meeting, all of which served as directors of the company since the last shareholders' meeting. I now move to nominate the following management nominees for election until the next Annual General Meeting or until their successor is appointed. Myself, Brandon Fraser Hall; Melanie Kelamba, Steve Krenzer, Katie May, Brandon Nussey and Greg Smith. In accordance with the company's advanced notice policy for director nominations, no further nominations may be made at this time. Are there any questions on this motion? As there are no questions, I'll now ask shareholders and proxy holders present to vote by ballot on the election of directors, if you have not already done so. We'll now pause for a moment while votes are recorded on this motion. [Voting]

As noted earlier, preliminary voting results for all resolutions will be summarized at the end of the meeting. I'll now move on to the next item of business. We'll now proceed with the appointment of the Auditor for the company and to authorize the directors of the company to fix the remuneration of the Auditor. I now move that KPMG LLP chartered accountants be appointed as auditor of the company until the next Annual Meeting of Shareholders or until a successor is appointed, and that the Board of Directors be authorized to fix the auditor's remuneration. Are there any questions on the motion? As there are no questions, I'll now ask shareholders and proxy holders present to vote by ballot on the appointment and remuneration of the auditors, if you have not already done so. We'll now pause for a moment while votes are recorded on the motion. [Voting]

Okay. Voting on all matters have now been closed. We'll take a brief pause for the results. Actually, in fact, we have one more item here. We'll now proceed with the approval of the company's Omnibus incentive plan as described in detail in the circular. I now move that the Omnibus plan resolution as set out in Appendix D of the circular be approved. Are there any questions on the motion? As there no questions. I'll now ask shareholders and proxy holders present to vote by ballot on the approval of the plan, if not already done so. We'll now pause a moment while folks are recorded on this motion. [Voting]

Voting on all matters have now closed. We'll now take a brief pause for the results. I've now been advised that the scrutineer has completed the tabulation of votes for all resolutions. Based on the preliminary tabulation, I can confirm that the requisite majorities have been obtained for setting the number of directors, the election of the nominated directors and the appointment and remuneration of the auditor. The detailed voting results of this meeting will be posted on the company's SEDAR profile after the meeting. The formal items of business as set out in the notice meeting now been dealt with. As there are no further business, I now declare the meeting is terminated. And I'll hand and pass it over to operator. Thank you.

This concludes the meeting. You may now disconnect.