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

Hello, and welcome to the Annual General 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 be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtained 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, John. I'd like to welcome you all to the 2025 Annual General Meeting of the shareholders of Thinkific Labs. I'm Fraser Hall, Chair of the Board, and joining me are other members of the Board of Directors. They are Greg Smith, Thinkific CEO; Paula Boggs, Lori Ell, Melanie Kalemba, Russ Mann and Brandon Nussey. Non-director participants include Jeremy Chan, 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 will do our best to respond. Voting on matters before today's meeting will be conducted by the following procedure. One, 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 or withhold or against as applicable. A confirmation message will appear to show 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 the poll closes will be recorded. 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 will report on the preliminary outcomes of all motions at the end of the meeting. I 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 and the resolution will reflect closed on the virtual meeting site. For efficiency, we'll be opening all polls on the matters that will be voted on at the beginning of this meeting once quorum has been established, and we'll close these polls after the last matters have been dealt with. 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 may 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 interface. Thinkific has elected to send out proxy-related materials for this meeting to its shareholders using the notice and access provisions under the National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer. I'll refer to these provisions in the meeting as notice and access provisions. To expedite the meeting in accordance with the articles of the company, I'll move motions and no motion needs to be seconded. I now ask the 2025 Annual General Meeting of Shareholders of Thinkific come to order. Unless there's any objection, I'll preside as Chair of this meeting, and I'll ask Jeremy Kim, (sic) [ Jeremy Chan ] KC, and VP, General Counsel and Corporate Secretary of the company, to act as Secretary of the meeting. In addition, unless there is any objection, I'll appoint Teresa Kwan of Computershare Investor Services to act as scrutineer for the meeting.

Mr. Chairman, there are no objections.

Okay. There being no objections, I will proceed with the next item of business. The Secretary has advised me that the notice calling this meeting together with form of proxy and management information circular have been sent to each shareholder of the company and the auditors of the company. Shareholders of the company of record on May 5, 2025, the record date for the meeting were provided the proxy-related materials in accordance with the notice and access provisions. Additional copies of these materials can be accessed through today's virtual meeting platform by clicking the documents tab on your screen. Unless there are any objections, I'll dispense with the reading of the notice of meeting.

Mr. Chairman, there are no objections.

And there being no objections, I'll proceed with the next item of business. 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 scrutineers' 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 for the transaction of business. I direct that the confirmation of mailing of notice of meeting received by Computershare Investor Services, and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. And now I declare the polls are open. The last annual general meeting -- general and special meeting of the company was held on June 20, 2024. The minutes of that meeting are filed in the company's minute book and available for inspection. Unless there is any objection, I'll dispense with the reading of the minutes of the 2024 Annual General and Special Meeting.

Mr. Chairman, there are no objections.

Okay, there being no objections, I'll proceed with the next item of business. 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, 2024, together with the auditor's report to the shareholders. Copies of these documents have been mailed to the shareholders who requested such statements and are available under the company's profile on 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 the auditor's report are now placed before the meeting. No vote is required for the reception of these documents. Accordingly, I declare these documents have been received. The next item of business is the election of directors. The management information circular contains the names and bios of the 7 persons proposed by management for election at this meeting. I now move to nominate the following management nominees for election until the next Annual General Meeting or until their successors are appointed. They are myself, Brendan Fraser Hall, Paula Boggs, Lori Ell, Melanie Kalemba, Russ Mann, 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 the motion?