Zomedica Corp. (ZOMDF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the Zomedica Corp. Annual General Virtual-only Meeting Audio Webcast. [Operator Instructions] Please be advised that today's webcast is being recorded. I will now turn the meeting over to Robert Cohen, the Chairman of the meeting. Go ahead, Mr. Cohen.

Thank you. Good morning, ladies and gentlemen, and welcome to the Annual General Virtual-only Meeting of Shareholders of Zomedica Corp. I am Robert Cohen, a Director and Chief Executive Officer of the corporation. The Board of Directors and management appreciate your attendance today at our virtual-only meeting, and we hope that you are keeping safe and well during these unusual times. Zomedica is holding a virtual-only meeting this year due to social distancing measures to protect the health and well-being of our communities, employees, shareholders, service providers and other stakeholders who participate in our annual meeting. This meeting is being hosted through a virtual meeting platform accessible to all our shareholders regardless of physical location. I would like to remind you that only registered shareholders or duly appointed proxy holders who have logged into the meeting with their previously obtained 13-digit control number are entitled to vote at the meeting, ask questions or make comments or take an active part in the meeting on the web portal. The active participation by only registered shareholders or duly appointed proxy holders is customary and consistent with our in-person meeting procedures. I will act as Chair of the meeting, and I ask Ann Cotter, our Chief Financial Officer and Corporate Secretary, to act as Secretary for the purposes of recording the minutes of the meeting. I also ask [ Cindy Howard ] and Lori Grinton of AST Trust Company (Canada) to act as scrutineers for the meeting. Each of the members of the Board of Directors and senior management are virtually in attendance at the meeting. Good morning to all of you. The meeting has been called as an annual meeting of the shareholders of the corporation. Details of the items of business to be placed before the meeting are set forth in the notice of meeting provided to shareholders with the corporation's management information circular and proxy statement dated June 18, 2021, which will be referred to as the proxy circular. The purposes of this meeting are: one, to receive the 2020 financial statements of the corporation and the auditor's report thereon; two, to elect directors of the corporation for the ensuing year; and three, to appoint Grant Thornton LLP as the auditors of the corporation and to authorize the Board of Directors of the corporation to fix the auditor's remuneration. Voting on all matters will be conducted by way of poll. The vote will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or at any time prior to the closing of the polls. Those registered shareholders or duly appointed proxy holders who have not yet voted may vote using the voting buttons on the Lumi web portal and following the instructions there. Registered shareholders or duly appointed proxy holders who have sent in proxies and wish to change their vote, also may do so by voting on the Lumi web portal. Registered shareholders or duly appointed proxy holders who have sent in proxies and do not wish to change their vote do not need to take any further actions, and their votes will be recorded on the ballot on each item. [Operator Instructions] We will consider each of the items of formal business in turn and ask promotions for the approvals being sought. After that process has been completed, we will respond to any questions or comments provided in relation to any item of business of the meeting. Once questions or comments on the resolutions have been addressed, I will give you a minute to complete voting and then declare the polls to be closed. Certain persons have been asked in advance of the meeting to make motions and to second the motions. This is intended to expedite the business of the meeting. I welcome all guests to the meeting. However, persons who are not registered shareholders or duly appointed proxy holders are not entitled to vote or ask questions or otherwise make comments at the meeting. I now declare the polls open for all voting on all resolutions. I have received a declaration from an officer of AST Trust Company, indicating that a notice and access notice containing information with respect to the calling of this meeting as well as an instrument of proxy and certain other materials were duly mailed on June 18, 2021, to registered shareholders as at the record date of June 10, 2021. The notice and access notice and the instrument of proxy as well as the proxy circular and other meeting materials were filed under the corporation's EDGAR and SEDAR profiles. I direct a copy of these materials and proof of mailing be kept by the secretary with the minutes of this meeting. Additionally, each of the directors is present at this meeting. In accordance with the bylaws, the quorum for this meeting is 2 persons, present and holding or representing by proxy not less than 25% of the outstanding shares of the corporation, entitled to vote at this meeting. I have received the scrutineers' report on attendance. It indicates that a quorum of shareholders is present for the transaction of business at this meeting. I direct that the scrutineers' report on attendance be kept by the secretary with the minutes of this meeting. I declare the meeting duly constituted and ready for the transaction of business. The first item of business of the meeting is to receive the consolidated financial statements of the corporation for the year ended December 31, 2020, together with the auditor's report thereon. Copies of the financial statements and the auditor's report have been delivered to shareholders as required and also have been filed under the corporation's EDGAR and SEDAR profiles. We are not asking shareholders to approve the financial statements. I now declare that the corporation's consolidated financial statements for the year ended December 31, 2020, and the report of the auditors thereon have been received by the shareholders and submitted to this meeting. The next item of business of the meeting is the election of the directors. A total of 6 directors are to be elected. The only persons who have been nominated to stand for election as directors of the corporation in accordance with the procedures set forth in the advance notice provisions contained in our bylaws are the 6 nominees set forth in the proxy circular. I declare the nominations closed. May I have a motion to elect the directors of the corporation, please?

Mr. Chairman, my name is Bruk Herbst, and I am a shareholder. I move that each of Robert Cohen, Rodney Williams, Jeffrey Rowe, Johnny Powers, Chris MacLeod and Christopher Wolfenberg be elected as directors of the corporation to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Mr. Chairman, my name is [ Angie Garrant ], and I am a shareholder. I second the motion.

Thank you, both. The next item of business is the appointment of Grant Thornton LLP as auditors for the corporation and the authorization for the Board of Directors of the corporation to fix their remuneration. Grant Thornton LLP has been the corporation's auditor since March 2021 and has consented to be appointed. May I please have a motion?

Mr. Chairman, my name is Bruk Herbst, and I am a shareholder. I move that Grant Thornton LLP be appointed as the auditors of the corporation to hold office until the next annual meeting of shareholders and that the Board of Directors of the corporation are authorized to fix their remuneration.

Mr. Chairman, my name is [ Angie Garrant ], and I am a shareholder. I second the motion.

Thank you, both. That concludes the placement before the meeting of all the resolutions. I now will ask if there are any questions or comments on the foregoing items of business. And we'll pause for a moment to see if any come in electronically. There are no questions or comments. The polls are still open. For those of you who have not voted on all the resolutions, please do so now. I will pause to allow you to complete your voting. [Voting]

I feel like there should be a Jeopardy! music in the background. All right. Now that everyone has had the opportunity to vote, I declare the polls closed for the 2021 annual virtual-only meeting of shareholders of Zomedica. I have been provided with the scrutineers' report with respect to the voting on each of the items of business. Based on the scrutineers' report, I declare that: all 6 nominated directors have been duly elected as directors; Grant Thornton LLP has been duly appointed as auditors for the upcoming year. The exact number of votes cast in relation to each of these resolutions will be filed on Zomedica's profile on EDGAR and SEDAR. As there is no further business to be brought before the meeting at this time, I declare the meeting to be terminated. Thank you for participating in our virtual-only meeting and stay well.

This concludes the meeting. You may now disconnect.