Vecima Networks Inc. (VCM) Earnings Call Transcript & Summary

July 28, 2020

Toronto Stock Exchange CA Information Technology Communications Equipment shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Greetings, and welcome to the Vecima Networks Annual General Meeting. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to your host, Mr. Sumit Kumar, President and CEO of Vecima Networks. Thank you. You may begin.

Sumit Kumar

executive
#2

Good morning, ladies and gentlemen. The special meeting of Vecima Networks Inc. will now come to order. My name is Sumit Kumar, and I'm the President and CEO of the company, and I'll act as Chair of this meeting. This year, out of an abundance of caution and to proactively deal with the health concerns of COVID-19 and in compliance with current government direction, the corporation is holding today's meeting in a virtual-only format via live audio cast that shareholders have telephoned into. I'll ask Mr. Peter Torn, Corporate Secretary, Vecima Networks Inc., to act as Secretary for this meeting. And with the consent of the meeting, I'll ask Melanie Chan from Computershare to act as scrutineer of the meeting. The secretary has tabled for inspection by any shareholder or proxy holder, the confirmation that the notice calling this meeting was mailed to shareholders in accordance with the bylaws of the company and applicable law. With the consent of the meeting, the reading of the notice of the meeting will be dispensed with, and I'll ask the secretary to append the confirmation of mailing to the minutes of this meeting as of schedule.

Peter Torn

executive
#3

Yes.

Sumit Kumar

executive
#4

The scrutineer will now read the -- the scrutineer will now read the scrutineers report.

Melanie Chan;Computershare;Relationship Manager

attendee
#5

The scrutineer reports 0 shareholders in person representing 0 shares, 73 shareholders by proxy representing 19,518,314 shares, bringing 73 total shareholders holding 19,518,314 shares. And the percentage is 86.89% of the shares issued and outstanding. Chairman?

Sumit Kumar

executive
#6

Okay. I adopt the scrutineer's report and declare accordingly that a quorum is present. As there is a quorum present and as adequate notice of the meeting has been given, I now declare this meeting to be regularly called and properly constituted for the transaction of business. Since this meeting is held virtually, all resolutions today will be by telephone confirmation. To record your acknowledgment during the meeting, no special code is needed. The telephone operator will read instructions to the online shareholder and then shareholders will press star one on the telephone keypad to raise their hands to affect the vote. The first item of business before the meeting is to consider and if deemed advisable, approve an ordinary resolution to adopt the performance share unit plan until July 28, 2023, which is the date that is 3 years from the date of this meeting and the requirement of the Toronto Stock Exchange. As set out in the information circular, the corporation believes that in order to properly incentivize and compensate its employees and management, the performance share unit plan should be adopted. Further, as set out in the circular, this plan fixed the maximum number of performance share units at 4% of the outstanding shares of the corporation, which was, as of June 23, 2020, 897,275 shares. Also, as part of this resolution, we are looking for the approval and ratification of the granting of 578,830 performance share units to management and employees of the corporation that was approved by the directors on June 1, 2020, as set out in the information circular. I now ask for someone to move the resolution to approve the adoption of performance share unit plan and also to ratify, confirm and approve granting 578,830 performance share units. Who will move the motion? So as we're on the telephone line, I'll proceed to move the motion myself. And who will second the motion?

Surinder Kumar

executive
#7

I second it. That's Surinder Kumar.

Sumit Kumar

executive
#8

Thank you. And is there any discussion on this motion? Operator?

Operator

operator
#9

[Operator Instructions] There is no one in the discussion queue at this time.

Sumit Kumar

executive
#10

Okay. Thank you. So we'll proceed with the voting. All those in favor of the motion, please signify it by -- signify your approval by pressing star one on the telephone. [Voting]

Sumit Kumar

executive
#11

And for myself on the live line, I will proceed with an aye.

Surinder Kumar

executive
#12

Yes. Aye from me too.

Sumit Kumar

executive
#13

Thank you. Okay. With that, I declare that the motion is duly carried. The next and last item of business before this meeting is to consider, and if deemed advisable, approve an ordinary resolution to continue the stock option plan and approve all unallocated options thereunder until July 28, 2023. Furthermore, we need to consider, and if deemed advisable, to approve an ordinary resolution to affect an amendment to the stock option plan. So as set out in the information circular, the corporation stock option plan pursuant to Toronto's Stock Exchange regulations needs to have shareholder approval every 3 years. In regards to the amendments of the plan, the stock option plan is being amended in 2 ways. Firstly, the maximum number of shares that may be issued under the stock option plan will be amended to 4% of the shares outstanding, which is down from the current 10%. And secondly, we are reducing the insider limits in all share compensation agreements from 10% to 8% of the shares outstanding. I now ask for someone to approve the stock option plan continuance resolution and amendment resolution. Who will move the motion? Once again, as we're participating in the telephone conference, I'll proceed to move the motion. And who will second the motion?

Surinder Kumar

executive
#14

I'll do that.

Sumit Kumar

executive
#15

Thank you, Surinder. And is there any discussion on this motion? Operator?

Operator

operator
#16

[Operator Instructions] Sir, there are no questions in the queue at this time.

Sumit Kumar

executive
#17

Thanks. We'll proceed to voting then. All those in favor of this motion, please signify by entering star one as your response on the telephone. And for those of us on the live line, I'll proceed with aye.

Surinder Kumar

executive
#18

Aye.

Sumit Kumar

executive
#19

Okay. With that, I declare this motion duly carried. And that concludes the agenda for the meeting today. So thank you for your attendance and look forward to the next time we meet. Thank you.

Unknown Executive

executive
#20

Thank you.

Unknown Executive

executive
#21

Thank you.

Operator

operator
#22

Thank you. This concludes today's conference. You may disconnect your lines at this time.

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