Zomedica Corp. (ZOMDF) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Annual General Meeting of Shareholders of Zomedica Corporation. I am Larry Heaton, the Chief Executive Officer of the company. Management appreciate your attendance today in our virtual-only meeting, and we hope that you're keeping safe and well during this time. This meeting is being hosted through a virtual meeting platform accessible to all our shareholders regardless of physical location. I'd like to remind you that only registered shareholders or duly appointed proxy holders who have logged into the meeting with their previously obtained 12-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 [ Jordan Shaffy ] and [ Megan Rocha ] of TSX Trust Company 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. The meeting has been called to order as an annual meeting of the shareholders of the company, 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 company's management information circular and proxy statement dated April 28, 2022, which will be referred to as the proxy statement. The purposes of this meeting are: one, to receive the 2021 financial statements of the company and the auditor's report thereon; second, to elect Directors of the corporation for the coming year; third, to appoint Grant Thornton LLP as the auditors of the company; and fourth, to approve on an advisory basis the executive compensation of the company's named executive officers as described in the proxy statement; and finally, to vote on an advisory basis on how often the company will conduct an advisory vote on executive compensation of its named executive officers, and the choices there were every year, every 2 years or every 3 years. Voting on all matters will be conducted by way of poll. The vote will be opened 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. Any registered shareholder or duly appointed proxy holder with a question or comment that is relevant to the business of this meeting is welcome to ask the question or make the comment through the Lumi web portal. If you have a question or comment not directly related to the business of this meeting, I kindly ask that you wait and ask that question or make the comment after we have completed the formal business of the meeting. We will consider each of the items of formal business in turn and ask for motions 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 the second 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 TSX 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 April 28, 2022, to registered shareholders as at the record date of April 18, 2022. The notice and access notice and the instrument of proxy as well as the proxy statement and other meeting materials were filed under the corporation's EDGAR and SEDAR profiles. The Directors and the auditors were also sent the meeting materials. I direct that 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 are present at this meeting. In accordance with the bylaws, the quorum for this meeting is two persons present and holding or representing by proxy not less than 25% of the outstanding shares of the company 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 company for the year ended December 31, 2021, 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 on the company'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, 2021, 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 six Directors are to be elected. The only persons who have been nominated to stand for election as directors of the company in accordance with the procedures set forth in the advance notice provisions contained in our bylaws are the six nominees set forth in the proxy circular. I declare the nominations closed. May I have a motion to elect the Directors of the company?

Mr. Chairman, my name is Jeffrey Rowe, and I am a shareholder. I move that each of Robert Cohen, Chris MacLeod, Johnny Powers, Jeffrey Rowe, Sean Whelan and Rodney Williams be elected as Directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Mr. Chairman, my name is Johnny Powers, and I am a shareholder. I second the motion.

Thank you. The next item of business is the appointment of Grant Thornton LLP as auditors for the company. Grant Thornton LLP has been the company's auditors since March 2021 and has consented to be appointed. May I have a motion?

Mr. Chairman, my name is Jeffrey Rowe, and I am a shareholder. I move that Grant Thornton LLP be appointed as the auditors of the company to hold office until the completion of the next Annual Meeting of Shareholders of the company.

Mr. Chairman, my name is Johnny Powers, and I am a shareholder. I second the motion.

Thank you, gentlemen. The next item of business is the advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement. This item of business is commonly referred to as a say-on-pay resolution, and we are placing this item of business before you in accordance with United States Securities law requirements. This vote is advisory and therefore not binding on the company, the Compensation Committee or our Board of Directors. However, the Board and the Compensation Committee follow the opinions of shareholders, value the opinions of shareholders and intend to consider the results of this vote among the many factors they consider in making determinations in the future regarding executive compensation arrangements. May I have a motion?

Mr. Chairman, my name is Jeffrey Rowe, and I am a shareholder. I move that the shareholders approve on an advisory basis the executive compensation of the company's named executive officers as disclosed in the proxy statement.

Mr. Chairman, my name is Johnny Powers, and I am a shareholder. I second the motion.

Thank you, Mr. Powers, Mr. Rowe. The next item of business is the advisory vote for shareholders to indicate their preference regarding how frequently the company should seek nonbinding advisory votes on the compensation of our named executive officers. We are placing this item of business before you in accordance with United States Securities law requirements. By voting on this item, our shareholders may indicate whether they would prefer an advisory vote on the compensation of our named executive officers once every 1, 2 or 3 years. Alternatively, shareholders may abstain from casting the vote. The option among those choices receiving the highest number of votes cast will be deemed to be the frequency preferred by our shareholders. The Board and the Compensation Committee value the opinions of our shareholders in this matter. And to the extent there is any significant vote in favor of 1 frequency over the other options, even if less than a majority of the votes cast support such frequency, the Board will consider our shareholders' concerns and evaluate any appropriate next steps. However, because this vote is advisory and not binding on the Board or the company in any way, the Board may decide that it is in the best interest of our shareholders and the company to hold shareholder advisory votes on executive compensation more or less frequently than the option approved by our shareholders. That concludes the placement before the meeting of all the resolutions. I will now ask if there are any questions or comments on the foregoing items of business. As it appears that there are no questions or comments, I thank you for your patience. The polls are still open. For those of you that have not voted on all the resolutions, please do so now. I will pause to allow you to complete your voting. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed for the 2022 Annual General Meeting of Shareholders of Zomedica. I have been provided with the scrutineer's report with respect to the voting on each of the items of business. Based on the scrutineer's report, I declare that: all six nominated Directors have been duly elected as Directors; Grant Thornton LLP has been duly appointed as auditors for the upcoming year; the advisory vote to approve executive compensation has been passed; and the advisory vote on the frequency of advisory on executive compensation of named executive officers has indicated a preference for a frequency of 1 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 Annual General Meeting.