Vitalhub Corp. (VHI) Earnings Call Transcript & Summary

Welcome, everyone, to the Annual General and Special Meeting of Shareholders of Vitalhub Corp. Please note that this meeting is being recorded. I would like to introduce Barry Tissenbaum, Chair of today's meeting. Mr. Tissenbaum, the floor is yours.

Ladies and gentlemen, welcome to the Annual General and Special Meeting of Shareholders of Vitalhub Corp. My name is Barry Tissenbaum, and I am a Director of Vitalhub. Before we get started, I would like to introduce Mr. Brian Goffenberg, Chief Financial Officer who will act as Secretary of the meeting. It is now my intention to proceed with the formal business of the meeting. Following the formal business, we are prepared to answer questions regarding the current status of Vitalhub. I will act as the Chairman of the meeting. And as I said, I have asked Mr. Goffenberg to act as Secretary of the meeting. I have appointed Rebecca Prentice of TSX Trust as scrutineer for the meeting. We have also asked the secretary to move the various motions that will arise during the course of the meeting. As this is a virtual-only meeting conducted via teleconference, roll call has now been taken, and all participants have been registered electronically. In accordance with the Ontario Business Corporations Act, registered shareholders and proxy holders present by teleconference are deemed to be present at the meeting. Only registered shareholders and proxy appointees present at the meeting shall be entitled to vote on matters put forth before the meeting. We shall conduct the vote in respect of each matter before the meeting by electronic poll. Votes will be counted electronically on the TSX Trust virtual meeting platform, and each shareholder and proxy holder will be entitled to one vote for each share held by such shareholder or represented by proxy. I now declare the polls open. The notice calling the annual meeting of shareholders and the management information circular describing matters to be considered today were mailed to all shareholders of record as of May 8, 2024. The affidavit of mailing will be appended to the minutes of this meeting. Based on the preliminary scrutineer report, I can confirm that we have a quorum for today's meeting and that proper notice has been given. I declare that this meeting is duly constituted for the transaction of business. The first item of business is the presentation of financial statements. The audited consolidated financial statements for the year ended December 31, 2023, and the auditor's report thereon, together with management's discussion and analysis for that period were distributed by mail to shareholders of the corporation, along with management's information circular dated May 8, 2024, and such materials are available on www.sedarplus.ca under the corporation's profile. Our next item of business is the election of directors of the company. The articles of the Corporation provide that the Board of Directors shall consist of a minimum of one and a maximum of 10 directors, the number being within which range may be fixed from time to time by the Board. We have been advised that each of the nominees is willing to serve as a Director of the corporation if elected. The information circular sets forth the name of each nominee being proposed as a director and information about each nominee. Having heard the proposal, I will ask the secretary to now move the resolution electing the proposed directors. Brian?

I move that Barry Tissenbaum, Roger Dent, Stephen Garrington, Dan Matlow, Francis Shen and Tony Shen be elected directors until immediately following the next Annual Meeting of Shareholders or until their successors are duly appointed.

Thank you. Would someone please second the motion?

I second the motion.

Thank you, Roger. You've heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control number and have not voted previously, should now vote on the resolution by clicking on the voting icon. The next matter to be dealt with is to appoint the auditors for the next fiscal year and to authorize the directors to fix their remuneration. The Board proposes to reappoint MNP LLP as its auditors. I will ask the secretary to read the text of the resolution appointing the auditors.

I move that MNP LLP chartered accountants be appointed as auditors of the corporation until the close of the next Annual Meeting of Shareholders and that the directors be authorized to fix the auditor's remuneration.

Thank you. Would someone please second the motion?

I second the motion.

You've heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control numbers and have not voted previously, should now vote on the resolution by clicking on the voting icon. The next matter to be dealt with is to reapprove the company's stock option plan as more fully described in the company's circular dated May 8, 2024. I will ask the secretary to read the text of the resolution reapproving the company's stock option plan. Brian?

I move that, one, subject to final approval of the Toronto Stock Exchange, TSX, the stock option plan, the option plan of Vitalhub Corporation in the form attached as Appendix B to the corporation's information circular and all grants and options thereunder [B and the same as] -- are hereby ratified, confirmed and approved and the corporation has the ability to continue granting options under the option plan until June 27, 2027, which is the date that is 3 years from the date of the shareholder meeting at which shareholder approval of the option plan is being sought. And assuming such shareholder approval is obtained, the date by which the corporation may subsequently seek shareholder reapproval of the stock option plan. Two, the unallocated options available for grant under stock option plan are hereby approved. The directors of the corporation or any committee of the Board of Directors of the corporation are hereby authorized to grant options of the corporation pursuant to the option plan are most eligible to receive options there under. Four, any one director or officer of the corporation is hereby authorized for and on behalf of the corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable such individual's discretion for the purpose of giving effect to this resolution. The execution of any such document or the doing of any such other act or things being conclusive evidence of such determination. And five, notwithstanding that this resolution has been passed by the shareholders of the corporation, the adoption of the proposed option plan is conditional upon receipt of final approval from the TSX and the directors of the corporation are hereby authorized and empowered to revoke this resolution without any further approval of the shareholders of the corporation at any time if such relocation is considered necessary or desirable by the directors.

Thank you, Brian. Would someone please second the motion?

I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control number and have not voted previously, should now vote on the resolution by clicking on the voting icon. The next matter to be dealt with is to reapprove the company's deferred share plan -- deferred share unit plan, as more fully described in the company's circular dated May 8, 2024. I will ask the secretary to read the text of the resolution reapproving the company's stock option plan.

I'll move that, one, subject to final approval of the Toronto Stock Exchange, the TSX, a deferred share unit plan, DSU plan, of Vitalhub Corporation and the form attached as Appendix C to the corporation's information circular and all grants, rights and other entitlements thereunder be the same are hereby ratified, confirmed and approved. The corporation has the ability to continue granting deferred share units under the option plan until June 27, 2027, which is the date that is 3 years from the date of the shareholder meeting at which shareholder approval of DSU plan has been sought, and assuming such shareholder approval is obtained, the date by which the corporation may subsequently seek shareholder reapproval of DSU plan; two, the unallocated deferred share units available for grant under the DSU plan are hereby approved; three, the directors of the corporation or any committee of the Board of Directors of the corporation are hereby authorized to grant deferred share units of the corporation pursuant DSU plan for those eligible to receive deferred share units thereunder. Four, any one director of the corporation or officer of the corporation is hereby authorized for and on behalf of the corporation to execute and deliver all such instruments and documents and to perform and do all such acts and things as may be deemed advisable to such individual's discretion for the purpose of giving effect to this resolution, the execution of any such document or the doing of any such act or thing being conclusive evidence of such determination. And five, notwithstanding that this resolution has been passed by the shareholders of the corporation, the adoption of the proposed DSU plan is conditional upon receipt of final approval from the TSX and the directors of the corporation are hereby authorized and empowered to revoke this resolution without any further approval of the shareholders of the corporation at any time if such relocation is considered necessary or desirable by the directors.

Thank you. Would somebody please second the motion?

I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control number and have not voted previously, should now vote on the resolution by clicking on the voting icon. I'm going to allow a few seconds now for the voting. [Voting]

I now declare the polls closed. Based on the preliminary scrutineer report, I can confirm that the vote has been carried. I now declare that Barry Tissenbaum, Roger Dent, Stephen Garrington, Dan Matlow, Francis Shen and Tony Shen are elected as directors to hold office commencing immediately and continuing until their successors are duly elected or appointed. I declare that MNP LLP be appointed as auditors. I declare that the company's stock option plan is reapproved. I declare that the company's deferred share unit plan is reapproved. There being no further business at the meeting, I will entertain a motion to terminate the meeting.

Mr. Chairman, I move to terminate the meeting.

Roger?

I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. We declare this meeting to be terminated. Thank you. We are now prepared to answer questions that any of the shareholders may have. Are there any questions? If not, thank you all for joining.

Hi, everyone. This is Dan Matlow. I know we have a few shareholders that are onboard. There aren't any questions. But if there is a desire of anybody, that's important to know anybody, my e-mail is [email protected]. I'm always available to answer any questions. Our investor presentation is on our website. You can feel free to look at that as well. But we are free to answer any questions or give anybody any one-on-one presentations if they would desire. So just feel free to get in touch with myself, [email protected], and we'd be happy to help you out. Again, thank you to everyone, and I'll turn this over to TSX to close the meeting.

Thank you all for joining. You may now disconnect from the meeting.