VirTra, Inc. (VTSI) Earnings Call Transcript & Summary

Welcome to the VirTra, Inc. 2025 Annual Meeting of Stockholders Call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, John Givens, Chairman and CEO of VirTra. John, please go ahead.

Good afternoon. Will the meeting please come to order? My name is John Givens, and I am the Chairman and CEO of VirTra. Welcome to the 2025 Annual Meeting of the Stockholders of VirTra. This meeting is being held in person and also being webcast live. The webcast will be posted on our website for a period of time after the meeting. The matters on which the stockholders at the meeting are voting are to elect 5 directors, ratify the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2025, and transact any other business that may properly come before the meeting. First, I'd like to begin the meeting by introducing a few current members of the Board of Directors. They are, besides myself, Gregg Johnson in the room; Jeffrey Brown, who's in the room; and then attending is Mike Ayers remotely; and also Maria Gervais. We also have present, Alanna Boudreau, our CFO; and Fay Matsukage, who serves as our outside corporate legal counsel, is attending remotely. Fay will serve as the Secretary of the meeting and record the proceedings. She has delivered an affidavit to Issuers Direct Corporation as to the mailing of the notice of the meeting, which states that on August 26, 2025, notice of Internet availability of proxy materials was mailed to all stockholders of record as of the close of business, August 18, 2025, the record date for the meeting. This affidavit is available if any stock broker wishes to examine it and will be filed with the minutes of this meeting. I will now discuss the procedures for transacting the business of this meeting. When an item of business on the agenda is before the meeting for consideration, we ask stockholders to limit their participation to one question and one follow-up per person to ensure everyone has an opportunity to engage. Questions and comments should be specific to the business item currently under discussion. If you wish to ask such a question or make such a statement, please raise your hand and wait to be recognized. For those attending remotely, please type your question or comment into the Ask a Question tab on the left-hand side of your screen and then click Send. If a stockholder has a question or comment not related to the business item on the agenda, an opportunity to raise other questions and comments will be provided after voting on the proposal described in the proxy statement. For any questions that cannot be addressed during the meeting or for individual matters of concern, please feel free to contact our Investor Relations team at [email protected]. I hereby appoint a representative of Issuer Direct and [ Angie Salom ] as inspectors of elections for the meeting and any adjournment and postponement of this meeting. They have signed an oath to act as inspectors of election, and this oath will be filed with the minutes of this meeting. The inspectors have the stockholder list of the company as of the close of business on October -- on August 18, 2025, the record date for the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Issuer Direct, which has been tabulating proxies, has advised us that a quorum is present at the meeting, so I declare this meeting duly and lawfully convened. The meeting is now open and ready for business. The first item of business is the election of 5 directors of the company. The proxy statement made available to you earlier listed the company's nominees for director. The Board's Nominating and Corporate Governance Committee headed by Gregg Johnson spent a considerable amount of time and effort in making its recommendations to the Board. The committee examined the need to have sufficient continuity at the Board level given the significant leadership changes that have occurred recently. The committee also considered subject matter expertise, Board composition, continuity planning and good governance. In light of all of this, the committee made the following recommendations, which were accepted and approved by the Board. The retention and inclusion of Jeffrey Brown, Gregg Johnson, Maria Gervais and Michael Ayers in their current roles as independent directors so as to provide continuity of the business and the retention and inclusion of John Givens in his current role as an inside director so as to provide a bridge between the Board and management. In accordance with the bylaws of the company, stockholders are required to provide advanced notice of their intent to nominate candidates for directors and provide certain information as required by the SEC's proxy rules. We did not receive any nominations from stockholders. Therefore, I declare nominations of directors closed. A motion to elect 5 directors as described in the proxy statement is now in order.

My name is [ Joe Helm ]. As a stockholder, I hereby move that each of the company's nominees be elected as directors to serve until the next Annual Meeting of Stockholders or until their respective successors are elected and qualified.

Does anyone second the motion?

My name is [ Troy Marcell ], and I'm a stockholder. I second the motion.

Are there any questions or comments on the motion? If there is no discussion, I'd like to move on the next item on the agenda and then have the inspector of elections announce the votes that have been received on each matter after we have presented each agenda item. The next item of business is to ratify the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2025. The appointment of Haynie & Company is discussed in the proxy statement that was made available to you earlier. A motion to ratify the auditor appointment as described in the proxy statement is now in order.

This is Troy Marcell. I hereby move that the stockholders ratify the appointment of Haynie & Company as our independent registered public accounting firm for the current fiscal year.

Does anyone second the motion?

This is Joe Helm. I second the motion.

Are there any questions or comments on the motion? Are there any other matters to be properly considered at this meeting? Since there are no further motions to be properly considered at this meeting, I will now call for a vote of these items. The Inspector of Elections will report on the results of the voting later in the meeting after tabulation has been completed. We will now wait for the tabulation to occur. While we wait, I'd like to open up the meeting to any questions that stockholders may have. If you have any questions relating to the company, but not to the matters already voted on at the meeting, you may raise them while the vote is being tabulated. Only matters that may concern all stockholders should be raised at this time. Any matter of individual concern to the stockholders should be raised directly with our Investor Relations professionals. Please note that in some cases, I will not be able to answer due to SEC disclosure restrictions. In light of this, I will try to answer as many questions as I can. Any questions? Bob?

John, how are you feeling about our progress as a company into the military market?

Over the last 3 years, the company has been reproductizing what the company already has and building a product that is what the military needs, not what the company thought they needed. And we're positioned very well for the next stages of growth in the company based on that alone, not to mention what we've done in the law enforcement and some of the other adjacent markets. The military has now started to take notice that we're a single point. What I mean by that is everything that we provide, we manufacture or we control. So that's one thing that they are very happy with. There's not multiple vendors, prime and multiple subcontractors. So that puts us in a very good position. And some of the products that you'll see, the folks that are here for the tour, we've expanded our products to meet those specific needs. Any other questions? Okay. I understand that the votes have been counted and the preliminary report of the inspectors of election has been delivered to the company. Alanna, will you please announce the results of the stockholders' vote?

The preliminary vote of the inspector of election indicates the following votes in favor: John Givens, 4,434,960 or approximately 98% of the votes; Jeffrey Brown, 2,426,321 or approximately 54% of the votes; Gregg Johnson, 2,445,953 or 85% of the vote. As the company had 5 directors to be elected by plurality vote, all of the nominees have been elected. Ratification of the appointment of Haynie & Company as the independent registered public accounting firm for the year ending December 31, 2025 has been approved by the stockholders by the affirmative vote of the majority of the votes present and in person via webcast or by proxy at the meeting. Can we pause 1 second? We've just got notification that the online version went out. I apologize if you're going to have to hear me read that again. We're back on. As the company had 5 directors to be elected by plurality vote, all of the nominees have been elected. Ratification of the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2025, has been approved by the stockholders by the affirmative vote of a majority of the votes present in person via webcast or by proxy at the meeting. John?

I hereby request that the final report of the Inspector of Elections be filed with the minutes of this meeting. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Since there is no other matters to come before the meeting, a motion to adjourn this meeting is now in order.

So moved.

Do we have a second? All in favor of motion for adjournment, please signify by saying Aye. Those opposed, signify by saying No. The motion has been carried. I'd like to take this opportunity to thank you for your attendance today. Also, please note that your interest in VirTra is very appreciated and the incredible support of the stockholders has been critical to our success. I personally think the best days are ahead of us, and thank you and God bless. I hereby declare this meeting adjourned.

This concludes today's conference call. You may now disconnect. Thank you for your participation.