TOMI Environmental Solutions, Inc. (TOMZ) Earnings Call Transcript & Summary

We welcome you to the Annual Meeting of Shareholders of TOMI Environmental Solutions, Inc. The company. In fairness to all shareholders attending the meeting and in the interest of having a fair and orderly and constructive meeting, the following procedures will apply. . The business of the meeting will follow the order shown on the agenda. If you wish to speak, please raise your hand after the Chairman of the meeting recognizes you, kindly stand, give your name and state whether you're a shareholder or a proxy holder. If you are a proxy holder, please state the name of the shareholder that gave you the proxy. Please keep your statements brief and limited to a specific item for discussion. You may have to interrupt any statement that continues for an unreasonable amount of time. Again, hello, and welcome to the Annual Meeting of the Shareholders of TOMI Environmental Solutions. It is 1 p.m. Eastern time and on behalf of the Board and Directors of the company, I call the meeting to order and Dr. Halden Shane, the Chief Executive Officer and Chairman of the Board. I will be acting as Chairman of this meeting; and Harold Paul, our outside counsel, will act as secretary of this meeting. I will now introduce the other directors and officers of the company who are virtually present. Attending today are other directives, Dr. Lim Boh soon, Mr. Walter Johnsen, Elissa J. Shane and Ms. Kelly J. Anderson. From Rosenberg Rich Baker, Berman & Company, the company's independent registered public accounting firm, it is also attending this meeting and will be available to respond to appropriate questions. The Board of Directors has appointed Stacy a key from Continental Stock Transfer and Trust to act as Inspector of the election. Ms. Aqui has taken her oath as inspector of the elections, and the oath will be filed with the minutes of this meeting. The polls for voting are currently open, and you may vote for the proposals, which are to be presented and discussed today online and at any time during this meeting until the polls are closed. Any shareholder previously given his or her proxy need not vote unless he or she desires to revoke the proxy and vote today at this meeting. Shares represented by proxy where no vote is specified will be voted in accordance with the recommendations of the Board of Directors. If you did not vote by proxy or if you wish to change your vote, you may vote at any time while the polls are open. Agenda and the rules of procedure. If you have not yet received copies of the agenda or rules of procedure applicable to this annual meeting, we direct you to find such materials on the meeting website. To conduct an orderly meeting, we ask that all participants read and abide by these rules of procedure for this meeting. I will now read Rules 1 and 2 from the rules of procedure. The business of meeting will follow the order of the agenda. If you wish to speak, raise your hand after the Chairman, the meeting recognizes you, kindly stand, give your name, state whether you're a shareholder or a proxy holder. If you are a proxy holder, please state the name of the shareholder that gave you the proxy. Please keep your statements brief and limited to the specific item of the discussion, as we may have to interrupt any statement that continues for a reasonable amount of time. The Board of Directors set October 17, 2022, as the record date for this annual meeting of shareholders. We have at this meeting a record of our shareholders as of that date. Mr. Paul will now present the affidavit of mailing of the notice of meeting and report on the existence of a quorum for this meeting. Mr. Paul?

Thank you, Doc. I present the affidavit of mailing of Continental Stock Transfer & Trust, which states that the notice of meeting and accompanying proxy materials and annual report were mailed on October 19 to the shareholders of record as of October 17, 2022. As of the close of business on October 17, the company had outstanding 19,763,955 shares of capital stock, each of which is entitled to 1 vote. 12,413,428 shares of such voting stock which is greater than 1/2 of the company's total voting stock are represented virtually or by proxy at today's meeting. Thus, a quorum is present, the meeting is duly constituted and the business of the meeting may proceed.

The report of the existence of a quorum is accepted, and I direct that the affidavit of mailing be made part of the minutes of this meeting. Because holders of a majority of the shares entitled to vote at this meeting are virtually present or by proxy, I declare that this meeting is duly convened for purposes of transacting such business as many properly come before it. I will now discuss each matter to be acted on at this meeting. At the conclusion of the discussion of items, we will take the vote. There are 2 items of business on today's agenda: One, the election of the company's Class II directors for a 3-year term that will expire at our 2025 Annual Meeting of Shareholders; and two, the ratification of appointment of Rosenberg Brick Baker, Berman and Company as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022. Additionally, any other business as may properly come before the meeting and any adjournment therefore, may be transacted. Mr. Paul were there any other shareholder nominations or proposals for business for this meeting that were timely or properly filed with the company?

No, there were not.

Then the business of this meeting is limited to the 2 matters on the agenda. The first item of business today is the election of the company's Class II directors. The 2 nominees with the most 4 votes will be elected to hold office until the company's 2025 Annual Meeting of Shareholders, and each will serve until his or her respective successor is duly elected and qualified, or his or her per earlier resignation or removal. The Board of Directors nominated each of Walter St. Johnsen and Kelly J. Anderson for reelection as the company's Class II directors. Information concerning each nominee's principal occupation, service with the company and other matters which may be of interest are contained in the proxy statement. No nominations may be made at this meeting. So therefore, I declare nominations to be closed. The second matter being submitted to the shareholders for action is the ratification of the appointment of the Audit Committee of the Board of Directors of Rosenberg Rich Baker, Berman & Company as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes cast at this meeting favoring the matter must exceed the votes cast opposing the matter in order to ratify the appointment of Rosenberg Rich Baker, Berman & Company. I now call upon Walter Johnson as a representative of the Audit Committee for the recommendation of the Board of Directors in this regard.

The Board of Directors recommends that the shareholders vote for the approval of the appointment of Rosenberg Rich Baker Berman & Company as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Because no further business is scheduled to come before the shareholders, I will now address any relevant questions that have been asked regarding the previously discussed proposals. Are there any questions? I can see there are no other questions. So without any further questions or any questions, I now direct that shareholders who wish to vote on the 2 matters submitted to the shareholders for a vote and who have not yet to do so either virtually today or by proxy to please vote now as the polls will be closing momentarily. [Voting]

I now declare the polls closed from matters voted upon at this meeting as of 10:10 Pacific Time, 1:10 Eastern Time today, November 21, 2022. The inspector of elections will now tally all votes. Once we have definitive results, the meeting will resume. Has the Inspector of Elections tallied all ballots, have they been counted?

Yes.

Will the secretary of the meeting please report the results of the voting.

We've been informed by the inspector of elections that the ballots have been counted and the following 2 persons have received the most votes by the holders of the company's voting stock virtually present at the meeting or by proxy. Also C. Johnson and Kelly J. Anderson. Thus, each of Mr. Johnson and Mr. Anderson has been elected as a Class Director of the company to serve for a term expiring on the date of the company's 2025 Annual Meeting of Shareholders and until his or her respective successor is duly elected and qualified or his and her earlier resignation or removal. I've been further advised that the votes cast at the meeting in favor of the ratification of the appointment of Rosenberg Rich Baker, Barmer & Company to act as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022, exceeded the votes cast opposing the matter and that accordingly, the ratification of the appointment of Rosenberg Rich Baker Berman & Company has been approved.

[indiscernible], the Inspector of Elections furnish a written report of the final vote count with respect to the matters voted on today. Mr. Paul, the Secretary of the meeting, also include the report in the minutes of the meeting. Thank you all for virtually attending today's meeting. The meeting is adjourned. I want to thank all of you for continuing support of TOMI. We will now proceed to answer any questions. As noted in the proxy statement, shareholders could submit questions before and during the annual meeting. We will take some time to answer those questions that are germane to the meeting. Any matter of individual concern they discussed with the company representative at a convenient time following this meeting. If you wish to ask a question at this meeting but have not yet to submit one. Please submit such questions virtually over the next few minutes. Are there any questions? If there are no questions, then that concludes our question-and-answer session. Thank you again for your participation and support and happy Thanksgiving. Meeting adjourned.