WildBrain Ltd. (WILD) Earnings Call Transcript & Summary

Welcome to WildBrain's Annual and Special Meeting of Shareholders. I will now turn the meeting over to the company.

Good morning, everyone. I'm Eric Ellenbogen, CEO and Vice Chair of WildBrain. And we'd like to welcome you and thank you for attending our Annual and Special Meeting of the shareholders. And to ensure the health and safety of all of us, we've decided to conduct today's meeting virtually by way of a live webcast. And before commencing the formal business of the meeting, I'd like to name and introduce 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. I'll now hand the meeting over to Don Wright, Chairman of the Board of WildBrain's Board of Directors.

Thank you, Eric. In accordance with WildBrain's bylaws, I'll 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 97% 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. At this -- as this meeting is being held virtually, I'd like to set out a few rules to provide an orderly conduct of the meeting. First, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service on the Computershare 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, please remain logged on, and we will resume as soon as practical. We'll 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 will ask Colleen Nielsen of Computershare Investor Services to act as scrutineer of this meeting to report on the number of shares present in person and the number of shares represented in person and by proxy to tabulate the vote on any ballot taken and to report on those matters. We have received a notice from our transfer agent indicating that the notice of the meeting, form of proxy, and management information circular were properly mailed to the shareholders of WildBrain. The scrutineer has also provided me with a report on attendance, which confirms the requisite quorum is present in today's meeting. Accordingly, unless there is an objection, I will dispense with the reading of the notice of the 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 needed. Only shareholders as of November 10, 2021, or their proxies are entitled to vote today. If you've 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 on the Computershare 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 vote. Voting will close approximately 30 seconds 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 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. We will next proceed with the matters requiring shareholder action today. Please be reminded that your votes can now be submitted by electronic ballot on the Computershare 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 the circular, which includes information on their prospective backgrounds, 11 directors are to be elected today. The following individuals have been nominated: Karine Courtemanche, Amanda Cupples, Deborah Drisdell, Eric Ellenbogen, Erin Elofson, Alan Hibben, Steven Landry, Geoffrey Machum, Thomas McGrath, Jonathan Whitcher and Donald Wright. I moved to elect these 11 persons as directors of WildBrain to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. As advised earlier, I will take such motion to second it, and 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 that PricewaterhouseCoopers LLP be reappointed as the auditor of WildBrain until the next Annual Meeting of Shareholders or until 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'll now move on to the resolution found on Page 17 of the circular, namely to approve the amended and restated Omnibus Equity Incentive Plan, the full text of which is set in Appendix B of the circular. To be passed, this resolution must be approved by a majority of votes cast at the meeting of shareholders present in person or by proxy and entitled to vote. I move that the resolution set out on Page 17 of the circular, approving the amended and restated Omnibus Equity Incentive Plan be approved. I take such motion as seconded. All motions having been tabled. They are now open for discussion and shareholders' questions will be taken. Mr. Bishop, please read any comments or questions to be addressed.

Thanks, Don. There are no questions to be addressed at this time.

Thank you, Mr. Bishop. Discussion and questions regarding items of business are now closed. You will have 30 seconds 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 company's amended and restated Omnibus Equity Incentive Plan. In 30 seconds time, your ballot will be automatically submitted. We will now take a short recess as while the scrutineer completes the votes cast by ballot. [Voting]

The scrutineer has now reported to me regarding the matters voted on. On a preliminary basis, I'm 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 the 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 this meeting and take such motion as seconded. I declare the motion carried and the meeting terminated. Thank you for taking the time to join our meeting today. Operator, you may now close the call.

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