Welcome to the Atrium Mortgage Investment Corporation's Annual Shareholder Meeting. All lines are in a listen-only mode. As a reminder, this conference is being recorded Thursday, May 11, 2023. I would now like to turn the conference over to John Ahmad, the CFO and Corporate Secretary of Atrium. Mr. Ahmad, please go ahead.
Thank you. I would like to welcome all shareholders to Atrium's annual general meeting. I will now hand the meeting over to Mark Silver, Chair of the Board of Atrium. Mark?
Thank you, John. The annual meeting of shareholders of Atrium Mortgage Investment Corporation will now come to order. I'm Mark Silver, the Chair of the Board of Directors of Atrium. I'll preside as chair of the meeting. John Ahmad, CFO and Corporate Secretary of Atrium, will act as secretary. Firstly, I would like to thank everyone for joining us today, especially those who have dialed in to listen to this meeting as it is being audiocast live. I will remind everyone that this is a meeting of shareholders of Atrium. Only shareholders or their proxies are entitled to participate in the business of the meeting.
With the consent of the meeting, Anup Das and Jamie Besic of Computershare, Atrium's transfer agent registrar, will act as scrutineers of this meeting to report on the number of shares present in person and represented by proxy at this meeting, and to report to me on these matters. Prior to the commencement of this meeting, the scrutineers filed a preliminary report on attendance in person and by proxy. The secretary has confirmed that there is a quorum of shareholders. I've asked the scrutineer to deliver a formal report to the secretary as soon as possible. The notice calling this meeting and accompanying material have been mailed to all shareholders. The secretary of the meeting has provided me with proof of service of such material. Accordingly, the reading of this notice of meeting will be dispensed with.
The financial statements of Atrium Mortgage Investment Corporation for the fiscal year ended December 31, 2022, together with the report of the auditors thereon, have been posted on SEDAR and on the company's website, and were mailed to those shareholders who requested same. With the consent of the meeting, the reading of the auditor's report will be dispensed with, and these audited financial statements shall be received. Our bylaws provide that any that at any meeting of shareholders, the holders represent or present in person or represented by proxy of at least 5% of our outstanding shares shall be entitled to vote at the meeting and constitute a quorum. I will now ask the secretary to read the scrutineer's report on attendance to the meeting.
Today we have 31 shareholders represented in person or by proxy, which represent 9,849,363 common shares of Atrium Mortgage Investment Corporation. These shares represent 22.61% of the total shares issued and outstanding. According to Atrium's five laws, a quorum for any meeting of shareholders present in person or represented by proxy requires at least 5% of the outstanding shares entitled to vote at the meeting. A quorum of shareholders is present based on the preliminary report provided by the scrutineer.
Thank you. I declare that a quorum of shareholders is present and that this meeting is properly constituted for the transaction of business. I direct that the scrutineer's report on attendance be attached to the minutes of this meeting. The first item of business is the appointment of Crowe Soberman, Chartered Professional Accountants and licensed public accountants, as our independent auditors, and authorizing the directors to fix their remuneration. In order to be approved, the resolution must be passed by a majority of the votes cast. May I have a motion for the approval of this resolution, please?
I move that Crowe Soberman LLP be appointed as the independent auditors of the corporation to hold office until the close of the next annual general meeting of the shareholders, or until their successors are appointed and the directors of the corporation be authorized to fix their remuneration.
Thank you. May I have a second? Thank you. I second the motion. Good.
The meeting will now vote on the motion. While we normally would take the vote by way of show of hands, there are no shareholders voting in person today. Accordingly, we will read the votes received by proxy on this matter. We received 9,804,214 votes for this motion and 45,149 votes to help.
I declare the resolution carried. We will now proceed with the election of directors. I now declare the meeting open for nominees. Nominations for directors to hold office until the conclusion of Atrium's next annual general meeting or until their successors are elected or appointed. The Management Information Circular states that there are eight proposed director candidates. May I have a motion to nominate such individuals?
I nominate the following for election as directors of Atrium for the period described by the ship chair: Peter Cohos, Robert DeGasperis, Robert Goodall, Andrew Grant, Maish Kagan, Nancy Lockhart, Jennifer Scoffield, and Mark Silver.
I second the motion.
Thank you. I note that there are no further nominations, and I therefore declare the nominations closed. I'd like to remind you that the directors are to be voted on individually rather than as a slate, in accordance with the majority voting policy adopted by Atrium, which is described in the Management Information Circular. May I have a motion in favor of the election of each of the eight persons nominated, please?
I move that each of the persons nominated be individually elected as directors of Atrium Mortgage Investment Corporation until the conclusion of the next annual meeting of shareholders, or until his or her successor is duly elected or appointed, or he or she otherwise ceases to hold office, subject to the corporation's policy with respect to the election of directors.
I second the motion.
Thank you both. The meeting will now vote on the election of directors individually. Again, as there are no shareholders voting in person today, we'll read the votes received by proxy on the election of each director.
For Peter Cohos, we received 9,786,726 votes for his election, and 62,637 votes withheld. For Robert DeGasperis, we received 9,825,588 votes for his election, and 23,775 votes withheld. For Robert Goodall, we received 9,821,788 votes for his election, and 27,575 votes withheld. For Andrew Grant, we received 9,789,866 votes for his election, and 59,477 votes withheld. For Maish Kagan, we received 9,809,045 votes for his election, and 40,318 votes withheld.
For Nancy Lockhart, we received 9,586,640 votes for her election, and 262,723 votes withheld. For Jennifer Scoffield, we received 9,827,223 votes for her election, and 21,140 votes withheld. For Mark Silver, we received 9,823,647 votes for his election, and 25,760 votes withheld.
Thank you. I declare each motion carried, with each individual nominee having been elected as a director of Atrium for the term described, or until his or her successor is elected or appointed. As there is no further business, I declare this meeting terminated. Management would like to remind all shareholders attending and listening to this meeting that there will be a conference call at 4:00 P.M. today to discuss our first quarter financial results. Call-in information can be found in the May second news release, posted on Atrium's website under News in the Investor Centre section. Thank you all very much.
Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.