Welcome to the Atrium Mortgage Investment Corporation's annual shareholder meeting. All lines are now in listen-only mode. As a reminder, this conference is being recorded Thursday, May twelve, twenty twenty-two. I'll now like to turn the conference over to Jennifer Scoffield, the CFO and corporate secretary of Atrium. Ms. Scoffield, please go ahead.
Thank you. I would like to welcome all shareholders to Atrium's annual and special meeting. I will now pass the meeting over to Mark Silver, chair of the board of Atrium. Mark?
Thank you very much, Jennifer. The annual meeting of shareholders of Atrium Mortgage Investment Corporation will now come to order. I am Mark Silver, the chair of the Board of Directors of Atrium. As a result of precautionary measures put in place for this meeting to deal with the continuing circumstances regarding COVID-19, attendance today has been strictly limited, including attendance by our board members, employees, and other representatives. In these times, I would like to thank those listening to this meeting as it is being audiocast live. I'll preside as chair of the meeting, and Jennifer Scoffield, CFO and Corporate Secretary of Atrium, will act as secretary of this meeting. I'd like to thank everyone for joining us today.
With the consent of the meeting, Hasib Iftikhar of Computershare, Atrium's transfer agent and registrar, will act as scrutineer 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 scrutineer filed a preliminary report on attendance in person and by proxy. The secretary has confirmed that there is a quorum of shareholders. I have asked the scrutineer to deliver a formal report to the secretary as soon as possible. The notice calling this meeting and the accompanying material have been mailed to all shareholders, and the secretary of the meeting has provided me with proof of service of such material. Accordingly, the reading of notice of the meeting will dispensed with.
The financial statements of Atrium Mortgage Investment Corporation for the fiscal year ended December 31, 2021, together with the report of the auditors thereon, have been posted on SEDAR and on the company's website, and we 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 meeting of our shareholders, the holders present in person, are represented by proxy of at least 5% of our outstanding shares entitled to be voted at the meeting, constitutes a quorum. I will now ask the secretary to read the scrutineer's report on attendance to the meeting.
Thank you, Mark. The scrutineer's report indicates that shareholders voting by proxy represented 11,022,639 shares. There were no votes represented in person. Total shares issued and outstanding at the record date were 42,922,613. The percentage of outstanding shares represented at the meeting is 25.68%.
Thank you. I can declare that a quorum of shareholders is present, and that this meeting is properly constituted for 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 shareholders, or until their successors are appointed, and the directors of the corporation be authorized to fix their remuneration.
I second the motion.
Thank you. Thank you very much. Jennifer, I think it's on to you.
The meeting will now vote on the motion. While we normally would take vote by way of show of hands, as there are no shareholders voting in person today, accordingly, we will read the votes received by proxy on this matter. We received 10,999,347 votes for this motion, and 23,292 votes were withheld.
I can declare the resolution carried. We will now proceed with the election of directors. I now declare the meeting open for nominations for directors to hold the 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 seven 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 chair: Peter Cohos, Robert DeGasperis, Robert Goodall, Andrew Grant, Maish Kagan Nancy Lockhart, and Mark Silver.
I second the motion.
Good. I note that there are no further nominations. I therefore declare the nominations closed. I'd like to remind you that 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 seven persons nominated?
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.
Thank you.
I second the motion.
Thank you, Adam. This meeting will now vote on the election of directors individually. Again, as there are no shareholders voting in person today, we will read the votes received by proxy on the election of each director.
For Peter Cohos, we received 9,944,163 votes for his election and 1,078,476 votes withheld. For Robert DeGasperis, we received 10,984,251 votes for his election and 38,388 votes withheld. For Robert Goodall, we received 10,980,790 votes for his election and 41,849 votes withheld. For Andrew Grant, we received 9,947,363 votes for his election and 1,075,276 votes withheld.
For Mazyar Kahnamoui, we received 10,976,999 votes for his election and 45,460 votes withheld. For Nancy Lockhart, we received 10,012,290 votes for her election and 1,010,349 votes withheld. For Mark Silver, we received 10,975,785 for his election and 46,854 votes withheld.
All right, very good. I declare each motion carried with each individual nominee having been elected as the director of Atrium for the term described, or until his or her successor is elected or appointed. We will now consider the one item of special business before this meeting. You will have seen from the Management Information Circular that Atrium is seeking approval of the resolution, approving an amendment to the Atrium Deferred Share Incentive Plan. The amendment will increase the maximum number of deferred share units and income deferred share units that may be granted thereunder by an additional 300,000. As noted in the circular, the Deferred Share Incentive Plan currently provides that the aggregate number of deferred share units and income deferred share units that may be granted thereunder will not exceed 300,000.
If this resolution is approved, the total would increase to CAD 600,000. If shareholders approve the resolution, the total number of granted and non-granted units would represent approximately 1% of the outstanding common shares. The form of resolution is set out on page 25 of the Management Information Circular. In order for this resolution to be passed, it must be approved by a majority of the votes cast. The amendment to the Deferred Share Incentive Plan must also receive exchange approval in order to be affected. The Toronto Stock Exchange has approved the amendment, subject to our obtaining shareholder approval today. May I have a motion for the approval of this resolution, please?
I move that the resolution approving the amendment to the Atrium Deferred Share Incentive Plan, the form of which is set out on page 25 of the Management Information Circular, furnished to the shareholders in respect of this meeting, be approved.
I second the motion.
Thank you, Rob.
We received 6,789,014 votes for this motion and 4,233,625 votes against.
Okay, I declare the resolution carried as such. 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 this afternoon at 4:00 P.M. to discuss our first quarter financial results. Call-in information can be found in the May 3rd news release, posted on Atrium's website under Atrium's Current News, in the News and Resources section. Thank you very much. Rob?
Thank you, and we look forward to speaking with our shareholders at 4:00 P.M. this afternoon and providing our first quarter results. Thanks, Mark.
Thank you very much, everyone.
Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.