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

Ladies and gentlemen, the Virtual Annual General Meeting of Vecima Networks Inc. will now come to order. My name is Sumit Kumar, and I'm the CEO and President of the company. I will act as Chairman of this AGM. This AGM is taking place via telephone. After the end of the AGM, there will be an opportunity to ask any additional questions. I now ask that the 2022 Annual General Meeting of the Shareholders of the company come to order. I'll ask Heather Asher, the Corporate Secretary of the company to act as Secretary for this meeting. If you have an objection or question regarding the appointment of the Secretary, you now have a moment to submit your objection or question. As no objections have been received, I will now move to the appointment of scrutineer. With the consent of the meeting, I will ask Loretta Pataki of Computershare to act as scrutineer of this meeting. If you have an objection or question regarding the appointment of the scrutineer, you now have a moment to submit your objection or question. As no objections have been received, I will now move to the constitution of the meeting. The secretaries table for inspection by any shareholder or proxy holder a confirmation of the shareholders in accordance with the bylaws of the company, a 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 dispensed and allows the Secretary to append the confirmation of mailing to the meetings -- of a mailing I will ask the Secretary to pen the confirmation of mailing to the minutes of this meeting as a schedule. Heather Asher will now read the preliminary scrutineer's report.

The preliminary scrutineer's report reads as follows: we had 28 shareholders represented at the meeting holding a total of 17,333,991 shares representing 75% of shares at the record date.

I adopt the preliminary scrutineers' report and declare accordingly that a quorum is present. As there is a quorum present and as adequate notice of this meeting has been given, I now declare this meeting to be regularly called and properly constituted for the transaction of business. As a matter of procedure, I ask the persons wishing to speak during this meeting, please identify themselves by name on telephone and indicate that their shareholder or if a proxy holder, their name and the name of the shareholder they represent by proxy. I've been advised that we have guests at this meeting other than shareholders and proxy holders, and welcome all guests. However, I would like to remind them that they do not have the legal right to vote on any resolution and are not entitled to address or ask questions at the meeting. 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 shareholders and the shareholders will press [ *1 ] on the telephone keypad to raise their hand to affect the vote. We remind you that if you are a registered shareholder and you've already voted by proxy, unless you wish to change your vote, you do not need to vote again. I'll now present the financial statements of the company for the fiscal year ended June 30, 2022, and the report of the auditors thereon, which are mailed to applicable shareholders prior to this meeting. Copies of the circular, the financial statement and other meeting materials are available on the company's website under the company's profile or under the company's profile on SEDAR. I direct that the Secretary now table the same. If there are any questions which any shareholder would like to ask in respect to the financial statements and the report, I would be glad to answer them or call on others to do so. As there appear to be no questions, I will proceed to the next item of business. The next matter is the nomination and election of directors. The Board of Directors presently consists of 6 directors, as proposes to elect 6 directors for the ensuing year. I now move to fix the number of directors for the ensuing year at 6. Who will second the motion?

This is Clay McCreery. I Will second the motion.

Is there any discussion on this motion? Okay. All those in favor of this motion, please signify this by your approval using the telephone. I declare this resolution duly carried. I should now proceed with the nomination of directors. This meeting is now open for nominations for election as a director for the ensuing year. I will now read the names of the persons nominated as directors as listed in the company's information circular: Dr. Surinder Kumar; Mr. Sumit Kumar, Mr. Danial Faizullabhoy; Mr. James Blackley, Mr. Scott Edmonds and Mr. Rick Brace. The company has received the written consent of each of these nominees to act as a director of the company. Are there any further nominations? If there are no further nominations, I will declare the nominations close. I declare the nominations closed. Since the number of nominees is the same as the vacancies to be filled, I now move that the persons nominated for election as directors be elected as directors of the company to hold office until the next AGM, who will second the motion?

This is Dean Rockwell, and I'll second the motion.

Thank you. Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone? Against? I declare this resolution duly carry. The next item of business before the meeting relates to the appointment of auditors of the company. I now move that Grant Thorton LLP chartered accountants be reappointed as auditors for the company with ensuing year and the directors be authorized to fix the remuneration. Who will second the motion?

This is Dale Booth. I second the motion.

Thank you. Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone. Against? I declare this resolution duly carried. The next item of business before the meeting relates to the amendment of the company's stock option plan. Unless there's an objection, we will dispense with the reading of the resolution to amend the stock option plan through the meeting, the full text of which is set out on Page 17 and Page 18 of the Management Information Circular. I now move to approve the amendments to the stock option plan as set out in the management information circular, who will second the motion?

This is Clay McCreery. I will second the motion.

Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone. Against? I declare this resolution duly carried. The next item of business before the meeting relates to the continuance of the company's stock option plan and the unallocated entitlements thereunder. Unless there is an objection, we will dispense with the reading of the resolution approving the continuance of the stock option plan and the unallocated entitlements to the meeting. The full text of which is set out on Page 18 and Page 19 of the Management Information Circular. I now move to approve the continuance of the stock option plan and to approve all unallocated options that are under as set out in the management information circular. Who will second the motion?

This is Dean Rockwell. I will second the motion.

Thank you. Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone? Against? I declare this resolution duly carried. The next item of business before the meeting relates to the amendment of the company's performance share unit plan. Unless there's an objection, we will dispense with reading the resolution to amend the performance share unit plan to the meeting. The full text of which again is set out on Page 22 and 23 of the Management Information Circular. I now move to approve the amendments to the performance share unit plan as set out in the management information circular. Who will second the motion?

This is Dale Booth. I second the motion.

Thank you. Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone. Against? I declare this resolution duly carried. The next item of business before the meeting relates to the continuance of the company's performance share unit plan and the unallocated entitlements thereunder. Unless there is an objection, we will dispense with reading the resolutions approving the continuance of the performance share unit plan and the unallocated entitlements to the meeting. The full text of which is set out on Page 23 of the management information circular. I now move to approve the continuance of the performance share unit plan and to approve all unallocated performance share units thereunder, as set out in the management information circular. Who will second the motion?

This is Clay McCreery. I will take the motion.

Is there any discussion on this motion? All those in favor of this motion, please signify this by your approval using the telephone. I declare this resolution duly carried. That concludes the formal items of business for the meeting. I now propose the meeting be concluded, unless there is any further business. If you would like to raise any further business at this meeting, you can do so now. Now that all further business has been addressed and now declare the formal part of the meeting to be concluded. We'll now provide an opportunity for -- to ask any additional questions about the business. Having no further questions, I now consider the meeting to be concluded. I thank you for your attendance and hope that you have a good day. Thank you.

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.