WildBrain Ltd. (WILD) Earnings Call Transcript & Summary

Welcome to WildBrain's Annual Meeting of Shareholders. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll be deemed to consent to the recording, transfer and use of state. If you disclose personal information of another person in today's meeting, you'll be deemed to represent and warrant Computershare and WildBrain that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. I will now turn the meeting over to the company.

Good morning, everyone. My name is Josh Scherba, President and CEO of WildBrain. Welcome, and thank you for attending our Annual Meeting of Shareholders. 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 Nick Gawne, our CFO; and James Bishop, our General Counsel. I'll now hand the meeting over to Don Wright, Chair of WildBrain's Board of Directors.

Thank you, Josh. 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. 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 to the 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 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'll resume as soon as practical. We will now proceed with a 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 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. Scrutineer also has 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 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 this meeting to be duly convened and constituted for the transaction of the business for which it has been called. To make best use of our time today, I will move each item, and I have been advised by Shaun Smith and Kathleen Persaud, 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, 2023, 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 the 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 that these -- note these as having been presented to the meeting. We will next proceed 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 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 their respective background, 10 directors are to be elected today. The following individuals have been nominated: Youssef Ben-Youssef, Karine Courtemanche, Deborah Drisdell, Erin Elofson, Geoffrey Machum, Thomas McGrath, Rita Middleton, Josh Scherba, 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 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 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 our successors are appointed and that the Board of Directors or committee thereof be authorized to fix their remuneration. 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.

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

Thank you, James. Discussion and questions regarding items of the 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 PricewaterhouseCoopers LLP as auditor and for against each director nominee and the other resolutions and items of business. In 30 seconds time, your ballot will be automatically submitted. We'll now take a short recess while the scrutineer completes the votes cast by ballot. [Voting]

The scrutineer has now reported to me regarding the matters voted thereon. 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 motions 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 this meeting. And subject to any such business being properly brought, I move to terminate this meeting. I 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 the meeting. You may now disconnect.