Ladies and gentlemen, welcome to the annual meeting of Zomedica Corp. Please note the meeting will be recorded. I would like to introduce Larry Heaton, Chief Executive Officer of Zomedica Corp. Mr. Heaton, the floor is yours.
Thank you. Good afternoon, welcome to Zomedica Corp.'s annual meeting of shareholders. I'm Larry Heaton, Zomedica's Chief Executive Officer. Today's virtual-only meeting is a live webcast. We believe in engaging with our shareholders, and it is our hope that this virtual meeting will maximize the participation of shareholders, regardless of their location. Thank you very much to those of you who are participating in our virtual meeting today, and please note that the meeting is being recorded. I would like to call the formal portion of this meeting to order.
I would now like to draw your attention to the rules of conduct set forth for this meeting t hey are available on the annual meeting portal. Shareholder ability to comment or ask questions is available via the virtual meeting platform Q&A section. The board of directors has appointed Peter Donato to act as scrutineer/inspector for this meeting.
Peter Donato is the Chief Financial Officer of Zomedica Corp. Karen DeHaan-Fullerton will be serving as secretary for the meeting. Karen is the General Counsel and Corporate Secretary of Zomedica Corp. If you need a copy of the annual report or the proxy statement, the links to those documents have been provided on the annual meeting portal.
I would now like to introduce the directors who are present on the webcast. Jeffrey Rowe, Chris MacLeod, Dr. Pam Nichols, Sean Whelan, Robert Cohen, Johnny Powers, and Rodney Williams. I would also like to introduce Nate Burkhart of Grant Thornton, LLP, our accounting firm, Brad Wyatt of Dickinson Wright, PLLC, and Andre Puls of Dickinson Wright, LLP, our U.S. and Canadian legal counsel.
Mr. Burkhart has been given an opportunity to make a statement if he would like. At the end of the meeting, Mr. Burkhart, Mr. Wyatt, and Mr. Puls will be available to answer questions. Unless otherwise specified in the proxy that was delivered, myself and General Counsel and Corporate Secretary, Karen DeHaan-Fullerton, are serving as proxies for shareholders who voted by proxy.
The board of directors set the close of business on 24 April 2023, as the record date for this meeting. A list of the shareholders as of the record date is available on the annual meeting portal. I have been advised by the scrutineer/inspector that 294,810,108 of the 979,949,668 shares that are entitled to vote are present in person or by proxy. Since at least 25% of the shares are represented, a quorum is present, and the business of the meeting may proceed.
A notice of this meeting was sent to each shareholder. A copy of the notice and proxy statement has also been made available on the annual meeting portal. Similarly, the minutes of the 2022 annual meeting of shareholders were made available on the annual meeting portal. I would accept a motion approving the minutes.
My name is Jeffrey Rowe. I move that the minutes of the 2022 annual meeting of Zomedica's shareholders be approved as presented to this meeting.
Thank you, Jeff. Is there a second for this motion?
Hello, my name is Rod Williams, and I second the motion.
Thank you, Rod. We will now vote on the motion to approve the minutes. All in favor say aye.
Aye.
Aye.
The motion is carried. The minutes of the 2022 annual meeting are approved as presented to this meeting. As a housekeeping matter, we will be presenting each of the three scheduled items of business to be conducted at the meeting, and once all three have been presented, we will then be calling for each item to be voted on.
The first item of business is the election of eight directors. Each will serve a one year term, expiring at the 2024 annual meeting or until the election and qualification of their successors. The proxy statement lists eight nominees proposed by our board of directors. These nominees are Jeffrey Rowe, Chris MacLeod, Robert Cohen, Dr. Pam Nichols, Johnny Powers, Rodney Williams, Sean Whelan, and Larry Heaton.
In accordance with the bylaws of the company, shareholders are required to provide advance notice of their intent to nominate candidates for director. No such notice was received. Therefore, I declare the nominations closed. I would accept a motion regarding the election of the directors.
I move that the following individuals be elected as directors of Zomedica Corporation to serve one-year terms expiring at the annual meeting in the year 2024, or upon the election and qualification of their successors: Jeff Rowe, Rob Cohen, Chris MacLeod, Dr. Pam Nichols, Johnny Powers, Sean Whelan, Larry Heaton, and Rod Williams.
Thank you, Rod. Is there a second?
I second.
Thank you, Jeff. The second item of business is the ratification of the appointment of Grant Thornton LLP, as the company's independent registered public accounting firm for 2023. At this time, I would accept a motion to ratify Grant Thornton LLP as our accountants.
I move that the following resolution be adopted. Resolved, that the appointment of Grant Thornton LLP as Zomedica Corporation's independent registered public accounting firm for 2023 is ratified.
Thank you, Jeff. Is there a second?
I second the motion.
Thank you, Rod. The third item of business is to approve, on an advisory basis, the compensation paid to our named executive officers as described in our proxy statement. I would accept a motion to approve the compensation paid to our named executive officers as described in the proxy statement at this time.
I move that the following resolution be adopted: Resolved, that the shareholders approve, on an advisory basis, the compensation of Zomedica's executives as disclosed in the Executive Compensation section, the compensation tables, and the related disclosure contained in the proxy statement.
Thank you, Rod. Is there a second for the motion?
I second the motion.
Thanks, Jeff. It is now 1:08 P.M. The polls are now open for voting on each of the three matters before this meeting. For all three of the matters to be voted upon today, I would ask the proxies to submit their proxy votes to the scrutineer inspector on each matter. We will pause for a few moments so voting can occur.
It is now 1:09 P.M. The polls are now closed. The scrutineer inspector has informed us that preliminary results of the three items voted on today will be available shortly. The company will issue a Form 8-K with attached press release, announcing the final voting results after they become available. Please give the inspector scrutineer a few minutes to finalize the results. After we have concluded the formal business of the meeting, you will have an opportunity to ask questions using the Q&A function in the meeting portal. Questions may be submitted at any time during the meeting.
You doing good on the results? As a reminder, before we announce the results, if you have any questions for either our legal counsel or our public accounting firm, please enter your question in the Q&A section on your screen. The votes have been counted. Regarding the election of directors, the inspector/scrutineer report that more than 87% of the shares represented at the meeting have voted for each nominee.
Accordingly, Jeffrey Rowe, Robert Cohen, Chris MacLeod, Dr. Pam Nichols, Johnny Powers, Sean Whelan, Rod Williams, and Larry Heaton have been elected directors of Zomedica to serve one-year terms. The one-year terms will expire at our annual meeting in the year 2024, or upon the election and qualification of their successors.
Regarding the motion to ratify the appointment of Grant Thornton LLP as the accountants for 2023, the inspector scrutineer report that a majority, sorry, of the shares voted were for the ratification. The preliminary tally shows 275,373,176 shares voted for ratification, and 19,436,932 shares were withheld. Based on the vote, the appointment of Grant Thornton LLP has been ratified. Regarding the advisory vote on our named executive officers' compensation, the inspector scrutineer report that a majority of the shares voted were for approval.
The preliminary tally shows 72,557,673 shares voted for approving compensation on an advisory basis, 20,608,605 shares voted against approval on an advisory basis, and 3,181,226 shares abstained from voting. Accordingly, the compensation of our executives has been approved on an advisory basis.
The inspector scrutineer will furnish the secretary with a written report of the final vote count, and this will be made available online before the close of business tomorrow. Our accountants and legal counsel are now available to answer questions. After the formal portion of the meeting, there will be a question and answer period when you may ask questions of our officers.
Do we have any questions for our accountants or counsel? As there are no questions for our accountants or legal counsel, if there is no further business to come before the meeting, I would accept a motion for adjournment.
I move that the meeting be adjourned.
Thank you, Rod. Is there a second?
I second the motion.
Thank you, Jeff. You have heard the motion to adjourn. All those in favor, say aye.
Aye.
Aye.
The motion is carried, and the meeting is adjourned. There will now be a brief question and answer period with our executive officers. You may submit your questions by using the Q&A section on your screen. Please note that we will adhere to the rules of conduct in answering your questions. As there appear to be no questions for the officers, the question and answer session is now concluded. Thank you for joining us for the meeting and your interest and support in our company.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.