Enthusiast Gaming Holdings Inc. (TSX:EGLX)
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May 1, 2026, 3:23 PM EST
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AGM 2022

Jul 19, 2022

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

Good morning, ladies and gentlemen. My name is Adrian Montgomery, and I am the Chief Executive Officer and a director on the Board of Directors of Enthusiast Gaming Holdings Inc. On behalf of the corporation, I welcome you to this Annual General Meeting of shareholders. In light of COVID-19's continued risk, we are hosting this year's annual meeting virtually. It is accessible to our shareholders and proxy holders regardless of physical location and allows them to participate, submit questions, and vote. This online meeting is accessible to registered shareholders, proxy holders, and guests. However, only registered shareholders and proxy holders are entitled to participate in the meeting, vote, and ask questions. I encourage registered shareholders and proxy holders to submit your questions as early as possible so we may address them at the right moment during the meeting.

Questions should relate to motions being considered as part of the formal business of the meeting. If you have a question, please use the messaging tab feature in the webcast. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting. To do so, click on the circle button beside the answer of your choice for each item being voted on when instructed. You will see confirmation that your vote has been captured by the answer being highlighted. If you have appointed a proxy holder and do not wish to change your voting instructions, then you don't need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy.

Voting on all resolutions will be open at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on all resolutions prior to casting your vote. Once discussion on all items of business is concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. After my introductory remarks, we will proceed through the regular items of business, namely the receipt of financial statements, setting the number of directors of the corporation, election of directors, and appointment of auditors. Before we proceed with the formal business of today's meeting, I would like to introduce the members of management of Enthusiast who have joined us online today, being Alex Macdonald, Chief Financial Officer, and Eric Bernofsky, Chief Corporate Officer.

In accordance with the articles of the corporation, I will preside as Chair of this meeting. I hereby appoint [Narisa Neto], Legal Counsel of the corporation, to act as the secretary for the meeting. I appoint Computershare Investor Services to act as scrutineer for the meeting. The secretary has been advised that the notice calling this meeting and related management information circular and form of proxy were mailed by or before June 17th, 2022, to, among others, all shareholders of record as of June 10th, 2022. The affidavit of mailing will be available for inspection by any shareholder. I would ask that the secretary file a copy of such affidavit with the minutes of today's meeting. Quorum of shareholders for this meeting consists of one or more persons present in person or by proxy.

I have been advised by the scrutineer that there are 94 shareholders present today, either in person or by proxy, representing 50,640,912 shares, which is approximately 33.77% of the issued and outstanding shares of Enthusiast. Accordingly, we have a quorum present. I would ask that the secretary file a copy of the scrutineer's report within the minutes of today's meeting. I would also note that under applicable corporate law and the articles of the corporation, the corporation is permitted to hold this meeting by the electronic means that we are using. With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business.

To facilitate proceedings, I've asked Alex Macdonald, Chief Financial Officer of the corporation, and Eric Bernofsky, Chief Corporate Officer of the corporation, who are also shareholders, to move and second all motions. I will call on them at the appropriate time. This is not intended in any way to curtail discussion. Each item of business to be considered today requires that a majority of the votes cast be voted in favor in order for the resolution to pass. The first item of business is the presentation of the audited financial statements of the corporation for the year ended December 31st, 2021, together with the report of the auditors thereon. These financial statements were previously filed on the corporation's website and SEDAR, and I now place them before the shareholders. Are there any questions on the financial statements or the auditor's report?

Speaker 4

No, we have not received any questions on this item.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

Thank you. I declare that the audited financial statements for the corporation for the year ended December 31st, 2021, together with the report of the auditors thereon, have been presented and received. The voting is now open for all resolutions, and we invite shareholders and proxy holders to submit their votes if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change one or more votes. The first item of business to be voted upon is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at 10.

As previously disclosed, the number of directors to serve for the ensuing year have been amended such that the board proposes to set the number of directors for the ensuing year at 10. The form of proxy distributed in connection with the meeting confers discretionary authority on the management proxy holders to vote on amendments or variations of matters coming before the meeting. Given the amendments to the director nominees, the management proxy holders intend to rely on this discretionary authority to vote for the number of directors to be elected to be fixed at 10. I now ask for a motion that the number of directors to be elected be fixed at 10.

Alex Macdonald
CFO, Enthusiast Gaming Holdings Inc

I move that the number of directors to be elected at this meeting be fixed at 10 members.

Eric Bernofsky
Chief Corporate Officer, Enthusiast Gaming Holdings Inc

I second the motion.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

We will now address any questions or comments from shareholders or proxy holders that are directly related to fixing the number of directors. Have any questions come in?

Speaker 4

No, we have not received any questions on this item.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. We will now move to the election of directors. Information about each nominee is included in the management information circular. I confirm that all nominees are eligible for election. The nominees are John Albright, Michael Beckerman, Ben Colabrese, Alan Friedman, Adrian Montgomery, Scott Michael O'Neil, Angela Marie Ruggiero, Richard Sherman, David Goldhill, Janny Lee. As previously disclosed, the director nominees have been amended, such that David Goldhill and Janny Lee have been nominated to stand for election, and Seth Adam Berger will not stand for election. The form of proxy distributed in connection with the meeting confers discretionary authority on the management proxy holders to vote on amendments or variations of matters coming before the meeting.

Given the amendments to the director nominees, the management proxy holders intend to rely on this discretionary authority to vote for the election of David Goldhill and Janny Lee to the board. I now ask for a motion that each of the nominees be elected to serve as director.

Alex Macdonald
CFO, Enthusiast Gaming Holdings Inc

I move that each of the 10 persons nominated be elected as a director of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation or until their successor is duly elected or appointed.

Eric Bernofsky
Chief Corporate Officer, Enthusiast Gaming Holdings Inc

I second the motion.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

We will now address any questions or comments from shareholders or proxy holders that are directly related to the election of directors. Have any questions come in?

Speaker 4

No, we have not received any questions on this item.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. The next item of business is the reappointment of the auditor. I now ask for a motion on this matter.

Alex Macdonald
CFO, Enthusiast Gaming Holdings Inc

I move that KPMG LLP be reappointed the auditor of the corporation to hold office until the next annual general meeting of the shareholders of the corporation and that the directors be authorized to fix their remuneration.

Eric Bernofsky
Chief Corporate Officer, Enthusiast Gaming Holdings Inc

I second the motion.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

We will now address any questions or comments from shareholders or proxy holders that are directly related to the reappointment of the auditor. Have any questions come in?

Speaker 4

No, we have not received any questions on this item.

Adrian Montgomery
CEO and Director, Enthusiast Gaming Holdings Inc

Thank you. The voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. We will be closing the poll shortly. For those of you who have not voted on all the resolutions, please do so now. I now instruct Lumi to close the polls on all resolutions. As we have now dealt with all business items on the agenda, I declare voting on all matters closed. I understand that the scrutineer has a preliminary tabulation of votes cast in respect of each of the items of business before the meeting. The preliminary results with respect to fixing the number of directors at 10 are 98.17% voted in favor of fixing the number of directors for the ensuing year at 10.

As a result, I declare that the number of directors for this ensuing year is set at 10. The preliminary results with respect to the election of directors are a majority of the votes cast were voted in favor of the 10 nominees, with each nominee receiving in excess of at least 94% in favor. As a result, I declare that the 10 director nominees have been duly elected. The preliminary result with respect to the appointment of auditor is 98.64% voted in favor of the re-appointment of KPMG LLP. As a result, I declare that KPMG LLP has been duly reappointed as the auditor of the corporation and that the directors are authorized to fix their remuneration. The final results of today's vote will be posted later today on SEDAR.

That concludes the formal business of this meeting of shareholders, and I declare the meeting terminated. Thank you.

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