Verano Holdings Corp. (VRNO) Earnings Call Transcript & Summary

Good morning. I would like to welcome you to the first Annual Meeting of Shareholders of Verano Holdings Corporation. I now call to order this meeting of the shareholders of the company. My name is George Archos, and I am the Chief Executive Officer and Chairman of the Board. In accordance with the company's articles, I will chair today's meeting. I will ask Aaron Miles, our Chief Investment Officer, to provide an overview of the conduct of today's meeting.

Thank you, George. The persons entitled to vote at this meeting are holders of Class A subordinate voting shares and the holders of Class B proportionate voting shares or, in each case, they're validly appointed proxy nominees as of the record date. The proxy statement and other meeting materials are available on the company's website at investors.verano.com and on the company's SEC profile at www.sec.gov and SEDAR profile at www.sedar.com. As this meeting is being held virtually via live audiocast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Lumi system. Only registered shareholders and validly appointed proxy nominees are able to vote by electronic ballot. Voting on each business item will occur after the presentation of that business item. Any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy and do not wish to change their vote do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote or take any other action. When you're asked to vote on the Lumi platform, a voting option page for the applicable resolution will appear on the virtual interface. You will only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We will provide you with preliminary voting results for all resolutions at the end of the meeting. For specific vote tabulations, a final report of the voting results will be posted to Verano's SEC profile at www.sec.gov and at SEDAR profile at www.sedar.com after the meeting. Questions or objections in respect of a proposal before the meeting can be submitted by any validly registered shareholder or any validly appointed proxy nominee using the Lumi messaging interface. You may submit your questions regarding a proposal at any time during the meeting. Please note that there may be a delay before the moderator will be able to see a submitted question. Please limit your questions to topics relating to today's proposal and keep your questions short and to the point. Although questions relevant to the proposal can be submitted throughout the meeting, the questions may be addressed at various times during the meeting or after the formal portion of the meeting is completed. For each question we answer, we will read the question and provide an oral response. Any questions which we believe were already answered or that are redundant, repetitive or do not pertain to the meeting will not be answered during the meeting. For the sake of expediency, the company has arranged for certain shareholders to move and second motions today, respectively.

Darren Weiss, Chief Operating Officer, Chief Legal Officer and General Counsel, will act as secretary of the meeting. Odyssey Trust Company, to which I will refer as Odyssey, is administering the Lumi platform for the purposes of today's meeting and will act as scrutineer of this meeting. The representative of Odyssey at today's meeting is Jacquie Fisher. The purpose of today's meeting is set out in the company's proxy statement dated July 5, 2022. Copies of the proxy statement were distributed to shareholders on July 5, 2022, together with the notice of the meeting and the form of proxy or voting extraction form as applicable. I have an attestation from Odyssey and an attestation from Broadridge Investor Communications Corporation indicating that proper notice of the meeting has been given in accordance with the Business Corporations Act of British Columbia and the articles of the company. I direct that copies of the attestations be annexed to the minutes of this meeting as a schedule. Unless there is any objection, I will dispense with the reading of the notice of the meeting. No objections have been received. I will dispense with the reading of the notice of the meeting and will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. I have been advised by the scrutineer that there are sufficient shareholders here in person or represented by proxy to constitute a quorum. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule. I now declare that the meeting has been duly called and properly constituted for the transaction of business. I will now instruct Odyssey to open the polls for all voting matters of the meeting. The polls will be open for the duration of the meeting. The first item of business is to place before the meeting the company's consolidated financial statements for the financial year ended December 31, 2021, and the auditor's report thereon, which have been made available to each shareholder and are available on both SEDAR and on the SEC's website. As we publicly announced on July 27, 2022, as a result of internal compensation and tax reviews, certain accounting errors were uncovered in prior period financial statements as specified in our press release, including our 2021 audited annual financial statements. As the company is restating these audited annual financial statements, these financial statements, together with related disclosures previously furnished or filed reports, earnings releases, investor presentations and similar communications regarding the 2021 annual financial statements should not be relied upon. The next item of business is to fix the number of directors for the ensuing year at 4. Unless there are any questions with respect to fixing the number of directors, I propose we proceed with the described matter. I call upon Darren Weiss to make the motion.

I move to fix the number of directors of the company to be elected at the meeting at 4.

I second that motion.

We will proceed to voting.

Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Attendees who have registered for electronic voting are entitled to vote through the voting link provided on the screen. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion by indicating for or against. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. [Voting]

The next item of business is the election of directors. The 4 directors to be elected will hold office until the close of the company's next annual meeting of shareholders or until his or her successor is duly elected or appointed. The company's existing directors have been nominated as directors for the ensuing year or until their successors are elected or appointed. The directors are myself, George Archos, Michael Smullen, Edward Brown and Cristina Nuñez. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Business Corporations Act of British Columbia. Unless there are any questions related to the election of directors, I propose we proceed with the described matter. As there are no questions, I will proceed. I call upon Darren Weiss to make the motion.

I move that each of the 4 persons nominated be elected directors of the company until the next annual meeting of shareholders or until such time that their successors have been duly elected or appointed.

I second that motion. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on the screen. If you are -- if you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot as your proxy holders should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion before the meeting by indicating for or withhold on the motion. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. [Voting]

The next item of business to appoint Baker Tilly U.S. LLP as the auditors of the company for the ensuing year and to authorize the directors to fix their compensation. Unless there are any questions related to the appointment of the auditors, I propose we proceed with the described matter. As there are no questions, I will proceed. I call... [Technical Difficulty]

Pardon me, we seem to have lost the line from the presenters. Can you check to make sure you haven't muted your line. Your line is open on my end.

Aaron Miles is still on, by the way.

Yes, we still have the meeting room connected, but there is no volume coming from their phone.

I just got connected. I'll proceed. So this is Aaron Miles, I second that motion. Shareholders, you have heard that motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on your screen. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion before the meeting by indicating for or against on the motion. If not already completed, please submit your vote on this matter. The voting polls will remain open for the duration of the meeting. [Voting]

Mr. Miles, if you'll bear with me for a moment. I'm going to try to call out to the boardroom and see if we can reconnect them. The boardroom is now disconnected, and I'm hoping that they will dial back in and get another connection.

They say they are.

And we've joined the boardroom back to the call.

Can you tell us where we dropped?

Mr. Miles, would you mind letting them know at what point you have got to?

Yes. So we -- George called upon Darren. Darren moved that Baker Tilly be appointed, and then I read my second that motion, and we're on voting results item 11.

Thanks, Aaron. I will now instruct Odyssey to close the polls for all voting matters of the meeting. The polls are now closed. I have been advised by the scrutineers that all resolutions have been approved by more than the requisite required vote, and I declare all motions carried.

The formal items of business as set out in the Notice of Meeting have now been dealt with. If you would like to raise any further business at this meeting, you can do so using the message link.

As there is no further business, I move that the meeting be concluded. I now declare the meeting terminated. On behalf of the Board of Directors, I would like to thank you for attending today. I want to thank everyone again for joining today. We greatly value our shareholders and appreciate you taking the time to cast your votes. We are extremely excited about Verano's future, and we'll continue to entirely position the company for strategic growth opportunities. I am proud of what our team has accomplished thus far, but I know this is only the beginning. I look forward to providing a more detailed company update in our second quarter earnings call later this month. Thank you.