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. My name is Eric Ellenbogen. I'm CEO and Vice Chair of WildBrain. Welcome. Thank you for attending our annual and special meeting of the shareholders. And 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; and Josh Scherba, our President; and James Bishop, our General Counsel. I'd now like to turn the meeting over to Don Wright, Chairman of the Board of Directors.

Thank you, Eric. In accordance with WildBrain bylaws, I will be chairing this 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 the chair of the meeting. With respect to proxies received before the meeting, more than 94% of votes attributable to shares voted by proxy would 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 this 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 are directly related to the motions before this meeting may be addressed during the meeting. Questions which are not related to the meeting may be submitted to the company's Vice President 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 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 this meeting. With the consent of the meeting, I will 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 and 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 their report on attendance, which confirms the requisite quorum is present at 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 scrutineer's report on the attendance of 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 have been advised by Shaun Smith and Josh Scherba, 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 9, 2022 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 the 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'll be able to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your ballot. Voting will close approximately 30 seconds following the conclusion of the formal discussion. Once voting closes, the scrutineer will tabulate the results of the work 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. We will proceed next with 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 to 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 backgrounds, 10 directors are to be elected today. The following individuals have been nominated: Youssef Ben-Youssef, Karine Courtemanche, Deborah Drisdell, Eric Ellenbogen, Erin Elofson, Geoffrey Machum, Thomas McGrath, Rita Middleton, Jonathan Whitcher and Donald Wright. I move to elect these 10 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 I will take such motion to seconded, 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 Board of Directors to fix their remuneration. As set out in our circular, I will now move that PricewaterhouseCoopers LLP be reappointed as the auditor of WildBrain for the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors or committee thereof be authorized to fix their remuneration. I take such motion as seconded. We will now move on to the resolution found on Page 23 of the circular, namely to approve the unallocated options, restricted share units, performance share units and deferred share units under the amended and restated Omnibus Equity Incentive Plan of WildBrain. 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. I move that the resolution set out on Page 23 of the circular, approving the unallocated awards under the Omnibus plan be approved. I take such motion as seconded. The next item of business is the approval of the amended and restated bylaw of the company. The full text of the resolution to approve the new bylaws for the company is set out as Pages 23 and 24 of 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. I move that the resolution set out on Pages 23 and 24 of the circular, approving the amended and restated bylaw to be approved. I take such motion as seconded. The last item of business is the approval of an amendment to the company's articles to change the location of the registered office of the company from the province of Nova Scotia to the province of Ontario. The full text of the resolution to approve the amendment to the company's articles and change the location of the registered office of the company is set out on Page 24 of the circular. To be passed, this resolution must be approved by at least 66 and 2/3 of votes cast at the meeting by shareholders present in person or by proxy and entitled to vote. I move that the resolution set out on Page 24 of the circular, approving the amendment of the company's articles and the change of the location of the registered office of the company 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 that should be addressed.

Thanks, Mr. Chair. There are no questions or comments to be addressed.

Okay. Well, thank you for that. Discussion and questions regarding items of business are now closed. You'll have 30 seconds to complete your ballot. As a reminder, you can vote for or withhold in respect of PricewaterhouseCoopers LLP as auditor and for or again, each director nominee and the other resolutions and items of business. In 30 seconds time, your ballot will automatically be submitted. We will now take a short recess while the scrutineer completes the votes cast by ballot. [Voting]

Okay. 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 10 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 the scrutineer to 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 business being properly brought, I move to terminate this meeting and take such action as seconded. I declare the motion carried and the meeting terminated. I want to thank everyone for taking the time to join our meeting today. Operator, you may now close the call.

This concludes today's meeting. You may now disconnect.