Sports Entertainment Gaming Global Corporation (SEGG) Earnings Call Transcript & Summary

Good morning, and welcome to the 2024 Annual Meeting of Stockholders for Lottery.com. We're hosting the meeting from Mar-a-Lago, the 47th President's private residence. At the close of the meeting, the company leadership will be participating in an investor luncheon which will be held here today at this stunning venue, the tea room within Mar-a-Lago. My name is Matthew McGahan. I am the Chief Executive Officer and Chair of the Board of Directors of Lottery.com, and I will act as Chair for this meeting today. Before turning to the formal items of business, I'd like to welcome the other members of our Board of Directors to today's meeting: Mr. Tamer Hassan, Mr. Christopher Gooding, Mr. Paul Jordan and Mr. Warren Macal. I'd also like to acknowledge other members of our management team who are present at today's meeting, including Rob Stubblefield, our Chief Financial Officer, who will act as Secretary of the meeting; Dennis Ruggeri, our Compliance Officer; and Mr. Greg Potts, our Chief Operating Officer, who's with me today. Also joining us today is Amar Ali, the company's outside General Counsel; and Mr. Cary Fitchey, all of whom are with me today. Firstly, I'd like to welcome Henry Farrell, a representative of Continental Stock Transfer & Trust Company, who is with us today and has taken the oath of Inspector of Election. The oath will be filled with the minutes of this meeting -- sorry, filed with the minutes of this meeting, apologies. The meeting is now called to order. We will conduct the formal part of the meeting. And once the votes have been taken and the polls are closed, the tabulated votes will be reported, concluding the formal part of the meeting. Thereafter, we will answer any appropriate questions during the meeting from stockholders germane to the proposals being presented at today's meeting and posed in accordance with the meeting's rules of conduct and procedures. The meeting's rules of conduct and procedures are available in the web portal. I'm now going to hand over to Mr. Rob Stubblefield, our CEO (sic) [ CFO ], to address the matters for stockholder action and the process for voting at this meeting.

Thank you, Matthew. I'd like to start out by giving an overview of the purpose of the meeting. As indicated in the Notice of Annual Meeting and the accompanying Proxy Statement, which was made available to stockholders on February 10, 2025, we are here today to consider four proposals. The first proposal is the election of Paul Jordan as a Class II Director of the company. The second proposal is an amendment to the company's charter to effect a reverse stock split of our common stock in a ratio with a range from 1-for-2 to 1-for-30. The third proposal is the ratification of the appointment of Boladale Lawal & Co. as the company's independent registered public accounting firm for the 2025 fiscal year. And the fourth proposal is to approve an adjournment of this annual meeting, if necessary or appropriate, in order to solicit additional proxies if there are not sufficient votes at the time of this meeting to approve the proposal for the reverse stock split. I'd like to move forward now with a notice and affidavit, the Inspector of Elections and quorum. This meeting is being held pursuant to the Notice of Annual Meeting, which was mailed to all stockholders of record as of the close of business on December 31, 2024. The Inspector of Election has an affidavit attesting to the fact that such notice was mailed, and therefore, this meeting is being held pursuant to proper notice. The shareholder list shows that as of the record date, there were 12,080,919 shares of common stock outstanding and entitled to vote at this meeting. The stockholder list is available on the meeting website for examination during this meeting. We have been informed by the Inspector of Election that they are represented in proxy or in person 5,860,597 shares of common stock or approximately 48.73% of all of the shares which are entitled to vote at this meeting. Accordingly, a quorum exists with respect to all matters that are being presented for stockholder action at this meeting. I'll hand it back to Matthew.

Thanks, Rob. Because we have quorum, I declare this meeting to be duly convened. Rob will now review the voting requirements and process for the proposals to be considered at this meeting.

Thank you, Matthew. So the formal process for the meeting, the approval for proposal #1, which is the proposal to elect Paul Jordan as a Class II Director, requires a plurality of the votes cast by holders of our common stock. The approval of proposal 2, the proposal to approve an amendment to the company's charter in order to effect a reverse stock split of our common stock in a ratio with a range of 1-for-2 to 1-for-30, as determined by the Board in its sole discretion, requires a majority of the shares -- the votes cast in this proposal. The approval of proposal 3, the proposal to ratify the appointment of Boladale Lawal & Co. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, requires a majority of the votes cast on that proposal. And lastly, the approval of proposal 4, the adjournment proposal, requires a majority of the votes cast on that proposal.

Thanks, Rob. This concludes our presentation of the four proposals before us at this meeting. Let me now turn to Amar Ali. Amar, do we have any questions relevant to the matters to be voted upon at this meeting that will be addressed in accordance with the meeting's rules of conduct and procedures, which are available in the web portal?

Matt, there are no questions relevant to matters to be voted on at the meeting.

If there are no questions relevant to matters to be voted on at the meeting, thank you, Amar. With that, I hereby declare the polls closed. Rob, please review the report of the Inspector of Election and provide me -- provide the voting results.

Thank you, Matthew. Here's the tabulation of the votes. Based on the preliminary report of the Inspector of Election, each of the proposals: the director election, the reverse stock split, the ratification of our independent auditor and the adjournment proposal, which were presented to the stockholders in this meeting have passed. We will provide the final vote results in a Form 8-K to be filed with the SEC within 4 days -- 4 business days of this meeting, and I have also requested a final report from the Inspector of Election.

Thank you, Rob. Ladies and gentlemen, that concludes the business of the meeting. I want to thank you for attending today's meeting and for your continued support of Lottery.com. Since there is no further business to come before the meeting, I hereby declare the 2024 Annual Meeting of Stockholders adjourned.