TON Strategy Company (TONX) Earnings Call Transcript & Summary

Good day, and welcome to the Verb Technology Company, Inc. 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Rory Cutaia. Please go ahead, sir.

Thank you. Good afternoon, ladies and gentlemen. I'm Rory Cutaia, Chairman of the Board of Directors of Verb Technology Company, Inc. It is now 3:00 p.m. Pacific Daylight Time, and I declare this meeting open. Welcome to the 2020 Annual Meeting of Stockholders. On behalf of your Board of Directors, the management and the employees of Verb technology company, we thank you for joining us this afternoon. Our meeting today will take place as described in the agenda available for viewing while accessing the Annual Meeting of Stockholders. At the outset, I would like to note that during the course of this meeting and any question-and-answer period that follows, I, or other representatives of Verb, will make forward-looking statements regarding future events or the future financial performance of Verb. Such statements are predictions only, and actual events or results could differ materially from those made in any forward-looking statements due to the number of risks and uncertainties, including assumptions about future events based on current expectations, planned business development efforts, near- and long-term objectives, potential new business, strategies, organization changes, changing markets, marketing efforts, future business performance and outlook. I'll refer you to Verb's most recent filings with the U.S. Securities and Exchange Commission, which contain and identify additional information covering factors that could cause the results to differ materially from those contained in our projections or forward-looking statements. I would now like to introduce the members of the company's Board of Directors and officers who are present on the call: Jimmy Geiskopf, Lead Director; Nancy Heinen; Judith Hammerschmidt; Ken Cragun; and Phil Bond. We also have our other Corporate Officer joining us today, Jeff Clayborne, Chief Financial Officer. Finally, we have Dean Longstaff -- Longfield, excuse me, a representative from Troutman Pepper Hamilton Sanders, our Legal Counsel; and Corey Fischer, a representative from Weinberg & Company, P.A., our independent registered public accounting firm, present at the meeting with us today. The business of the meeting is set out in the notice of Annual Meeting of the Stockholders. With your consent, I will take the notice of the meeting as read. Jimmy Geiskopf, the lead Director of the Board, will serve as Secretary of the Meeting and record the proceedings. I will now turn the podium over to Mr. Geiskopf, who will discuss the procedures for transacting the business of the meeting.

Good afternoon. The meeting will take place as described in the agenda. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to a business item on the agenda, an opportunity to raise other questions and comments will be provided after voting on the proposals described in the proxy statement. Stockholders will have an opportunity to make a statement about any resolution being discussed. [Operator Instructions] Please keep your statements brief and limited to the specific proposal up for discussion.

Okay. So this brings us up to Item 4 in our agenda, the presentation of the meeting materials. The Board of Directors fixed August 19, 2020, as the record date for stockholders entitled to notice of, attend and vote at the annual meeting. The notice of meeting, proxy statement, form of proxy and voting instructions were made available to all stockholders on September 16, 2020. I present the Affidavit of Broadridge Financial Solutions, Inc. with respect to the distribution of proxy materials to the stockholders of the company. These materials will be filed with the records of the meeting, and the list of stockholders of record entitled to vote will be available for inspection on the virtual platform throughout the meeting. Next item on the agenda. I will now introduce the Inspector of Election for our meeting. Board of Directors has appointed Jimmy Geiskopf to act as the Inspector of Election. He signed an oath of office and is responsible for tabulating the vote. The Inspector of Election will also sign a report concerning the number of shares which have been voted by proxy. Mr. Geiskopf will now present his report.

Thank you. The stockholders' list shows that holders of 44,092,496 shares of common stock are entitled to vote at this meeting. The holders of an aggregate of 28,469,219 shares of common stock are represented in person via remote communication or by proxy at this meeting. This represents at least 1/3 of the company's outstanding shares of common stock entitled to vote as of the record date and constitutes a quorum for the purpose of this meeting.

In view of the report of the Inspector, a quorum is present, and I declare this meeting to be duly constituted and convened. This brings us to Item 6 in our agenda for today's meeting. As set out in the proxy statement, there are 4 resolutions to be voted on at this meeting. The votes will be tabulated after all the ballot resolutions have been considered. I will present each of the resolutions. For Proposal 1, the 6 nominees for election to the Board of Directors who receive a plurality of the votes cast will be elected as directors. Proposals 2, 3 and 4 require the affirmative vote of a majority of the votes cast. Proposal 1. The first proposal to be voted on is the election of myself, Mr. Geiskopf, Mr. Bond, Mr. Cragun, Ms. Heinen and Ms. Hammerschmidt, to serve as directors of the company until the Annual Meeting of Stockholders in 2021 and until their successors are duly elected and qualified. The qualifications of each of these directors are described in the proxy statement. The company's Board of Directors recommends that the stockholders vote for all in Proposal 1. We will take questions regarding Proposal 1. If anyone has a question, please identify yourself, state the number of shares you represent and present your questions. Are there any questions or comments? Okay. It appears there are no questions or comments. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. [Voting]

Declare the polls closed for Proposal 1. Proposal 2. The next proposal to be voted on is Proposal 2, which is to address the depletion of shares that were available under the previously approved 2019 Stock and Incentive Compensation Plan, which occurred as a result of: one, the allocation of shares to employees in lieu of cash compensation during the company's COVID-19 Full Employment and Cash Preservation Plan; two, allocations to new employees, including those joining the company following the recent acquisition; three, allocations to certain senior-level new hires; and four, as a result of a recent NASDAQ ruling requiring all shares issued by the company to individual outside vendors and consultants during the period April 5, 2019, through July 3, 2020, to be deducted from those shares otherwise available to employees under the Incentive Plan, among other reasons, by approving an amendment to add 8 million shares of common stock authorized under the Incentive Plan to the 8 million shares that previously were approved in that plan. The company's Board of Directors recommends that the stockholders vote for Proposal 2. We will take questions regarding Proposal 2. If anyone has a question, please identify yourself, state the number of shares you represent and present your question. Are there any questions or comments? Okay. There are no questions or comments. For those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. [Voting]

I declare the polls closed for Proposal 2. Okay. Proposal 3. Proposal 3 is to ratify the Audit Committee's selection of Weinberg & Company, P.A. as the company's independent registered public accounting firm. The company's Board of Directors recommends that the stockholders vote for Proposal 3. We'll take questions regarding Proposal 3. If anyone has a question, again, please identify yourself, state the number of shares you represent to present your question. Are there any questions or comments? Okay. No questions or comments. For those of you who have not voted by proxy or if you have previously voted by proxy and wish to change your vote, please mark the virtual ballot. [Voting]

Declare the polls closed for Proposal 3. Proposal 4. Proposal 4 is to approve postponing or adjourning the annual meeting, if necessary or appropriate. Company's Board of Directors recommends that the stockholders vote for Proposal 4. We'll take questions now regarding Proposal 4. Again, if anyone has a question, please identify yourself, state the number of shares you represent, present your question. Are there any questions or comments? Okay. There are none. If there are no questions or comments, for those of you who have not voted by proxy or if you previously voted by proxy and wish to change your vote, please mark the virtual ballot. [Voting]

Declare the polls closed for Proposal 4. This is the report of inspection of election now. I'll ask Mr. Geiskopf, our Inspector of Election to report on the interim voting results.

Thank you. Approximately 100% of the total shares cast have been counted thus far. Based on the preliminary totals, all 6 of the nominees have been duly elected as directors; the amendment to the company's 2019 Stock and Incentive Compensation Plan has been approved; Weinberg & Company, P.A. has been ratified as the company's independent registered public accounting firm; and the proposal to postpone or adjourn the annual meeting, if being necessary or appropriate, has been approved. This concludes the interim report of the Inspector of Elections.

Thank you. The final results of the poll, including all votes cast today and all proxy votes received in advance of the meeting, will be filed with the U.S. Securities and Exchange Commission within 4 business days after the meeting. There being no further business to come before the meeting, I thank you for your attendance and now declare the meeting to be adjourned. Before we begin the question-and-answer session, I would personally like to thank our auditors and our counsel, who helped us prepare for the annual meeting. But most of all, I would like to thank our Lead Director, Jimmy Geiskopf, who put in an enormous amount of work and time and did an amazing job pulling this all together with little assistance from anybody else on the management team as we've been consumed with working on creating value for everyone. Thank you, Jimmy. Really great job. Very much appreciated.

My pleasure.

Okay. Ladies and gentlemen, we thank you all for attending today's meeting. We'll now answer any questions from stockholders. [Operator Instructions] Okay. There are no questions. I will tell you that we will be reporting our third quarter results coming up, Jeff, is that November 15? November 14. Okay. So we're excited to share with you the results of our third quarter. In advance of that date, as Jeff and his financial team finalize numbers and go through them with our auditors, we will likely try to put something out and give some guidance in advance of that as we did prior to our second quarter earnings, and we'll keep you posted. I will -- I've got a lot to share, and I'm going to wait until our earnings call to bring you all up to date. Thank you so much for your participation in this process.

Conference has now concluded. Thank you for attending today's presentation. You may now disconnect.