WildBrain Ltd. (WILD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual and Special Meeting for WildBrain Ltd. Please note, today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Eric Ellenbogen, Chief Executive Officer and Vice Chair. Sir, the floor is yours.

Good morning, everyone. Welcome, and thank you for attending our annual and special meeting of shareholders. To ensure the health and safety of our shareholders and personnel, we've decided to do today's meeting virtually by way of a live webcast. Before commencing the formal business of the meeting, I'd like to name the other members of management also online here today. I'm joined by Aaron Ames, our CFO; Josh Scherba, our President; and James Bishop, our General Counsel. With that, I'd like to hand the meeting over to Don Wright, Chair of the Board of Directors of WildBrain.

Thank you, Eric. In accordance with WildBrain's bylaws, I will be chairing today's meeting. In the event I am disconnected as a result of technical issues, James Bishop, our General Counsel and Corporate Secretary, will step in and assume the role of chair of the meeting. With respect to the proxies received before the meeting, more than 84% of votes attributable to shares voted by proxy will be voted in favor of each of the matters, sufficient to ensure that all motions before the meeting will pass. As this meeting is being held virtually, I'd like to set out a few rules to provide an orderly conduct of meeting. First, questions in respect of a motion can be submitted by registered shareholders or duly appointed proxy holder using the instant messaging service on the Lumi platform. Questions will only be addressed during the discussion period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Questions which are not related to the meeting may be submitted to the company's Director of Investor Relations following the meeting. If, during the meeting, we encounter any technical difficulties with the webcast and please remain long done, and we will resume as soon as practical. We will now proceed with the formal portion of today's meeting. The meeting will now come to order. With the consent of the meeting, I will ask James Bishop, our General Counsel and Corporate Secretary to act as secretary of the meeting. With the consent of the meeting, I would also ask that Colleen Nielsen of Computershare Investor Services act as scrutineer of this meeting to report on the number of shareholders present in person and the number of shares represented in person or by proxy, to tabulate the votes on any ballot taken and to report on those matters. We have received a notice from our transfer agent indicating that the notice of meeting, form of proxy and management information circular were properly mailed to the shareholders of WildBrain. The scrutineer has also provided me with the report on attendance, which confirms the requisite quorum that's present at today's meeting. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. I will also direct that a copy of the notice, form of proxy, circular and proof of their delivery, together with a copy of the scrutineers' report on attendance at the meeting be annexed by the secretary to the minutes of this meeting. Notice of the meeting having been given in accordance with WildBrain's bylaws and a quorum being present, I declare the meeting to be duly convened and constituted for the transaction of the business for which it has been called. To make the best use of our time today, I will move each item, and I have been advised by Nancy Chan-Palmateer and Shaun Smith, both proxy holders in attendance today, that they would be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action required. Only shareholders as of November 12, 2020, or their proxies are entitled to vote today. If you have already voted by proxy, you do not need to vote again during any online ballot, as your previously submitted proxy will be counted for purposes of the vote. Voting on the items of business to come before today's meeting is being conducted by electronic ballot that is now available in the Lumi interface. You will be able to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your votes. Voting will close approximately 1 minute following the conclusion of the formal discussion. Once voting closes, the scrutineer will tabulate the results of the vote for each matter. The first item of business is WildBrain's audited consolidated financial statements and the auditor's report thereon and the related management discussion and analysis. These documents were previously mailed to shareholders. I ask the secretary to note these as having been presented to the meeting. Next, we will proceed with the matters requiring shareholder action today. Please be reminded that your vote can now be submitted by electronic ballot on the Lumi interface. The first item is the election of directors to hold office from today until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. As set out in our circular, which includes information on the respective background, 11 directors are to be elected today. The following individuals have been nominated: David Colville, Amanda Cupples, Deborah Drisdell, Eric Ellenbogen, Erin Elofson, Alan Hibben, Steven Landry, Geoffrey Machum, Tom McGrath, Jonathan Whitcher and Don Wright. I moved to elect these 11 persons as directors of WildBrain to hold office until the next annual meeting of shareholders, until their successors are elected or appointed. As advised earlier, I will take such motions as seconded. Questions on each matter, if any, will be addressed once all items of business have been moved. The next item of business is the reappointment of the auditor and the authorization of the Audit and Risk Management Committee of the Board of Directors to fix its remuneration. As set out in our circular, I will now move the PricewaterhouseCoopers LLP be reappointed as the auditors of WildBrain until the next annual meeting [indiscernible] a successor is appointed and that the Audit and Risk management committee of the Board of Directors be authorized to fix their remuneration. I take such motion as seconded. We will now move on to the resolution found in Appendix A of the circular, namely to approve the removal of the exchange cap as defined in the circular on the number of variable voting shares issuable pursuant to the terms of the exchangeable debenture issued by WildBrain Holdings, LLC, a wholly owned subsidiary of the company, and warrants issued by WildBrain Ltd. to certain funds managed by Fine Capital Partners LP; and two, the setting of an exchange price as defined in the circular of USD 1.072855 per variable voting share, issuable pursuant to the terms of all subsequent debentures as defined in the circular. To be passed, this resolution must be approved by a majority of votes cast at the meeting by shareholders present in person or by proxy and entitled to vote excluding the votes attached to any shares directly or indirectly owned or controlled by Fine Capital or its affiliate. I move that the resolution set out in Appendix A to the circular approving the removal of exchange cap and the setting of the exchange price, as outlined in the circular be approved. I take such motion as seconded. All motions having been tabled. They are now open for discussion and shareholder questions will be taken. Mr. Bishop, please read any comments or questions to be addressed.

Thank you, Mr. Chair. There are no comments or questions to be addressed today.

Okay. Thank you very much. So discussions and questions regarding these items of business are now closed. You will have 1 more minute to complete your ballot. As a reminder, you can vote for or withhold in respect of each director nominee and the reappointment of Pricewaterhouse LLP as auditor and for or against the resolution relating to the exchangeable debenture financing of the company. In 1 minute's time, your ballot will automatically be submitted. We'll now take a 1-minute recess, while the scrutineer completes the votes cast by ballot. [Voting]

I don't know if that's exactly a minute or not, but I think it is. I just -- okay, I think we'll go on. I am pleased to report that each of the 11 nominees has been elected as a Director of WildBrain and all motions put before this meeting have been passed by the requisite majority, and as such, I declare all resolutions carried. I would ask that the scrutineer compile the report regarding the results of voting on all business matters and final results will be published on SEDAR and by press release. I am unaware of any further business to be brought before the meeting. And subject to any such business being properly brought, I move to terminate the meeting and take such motion as seconded. Okay. I declare the motion carried and the meeting terminated. Thank you for taking the time to join our meeting this morning. Operator, you may now close the call.

This concludes the meeting. You may now disconnect.

Thank you.

Thank you.