Hello, and welcome to the annual meeting of shareholders of Spin Master Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtained all required consents for this disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to the chair of the meeting, Ms. Christina Miller. Ms. Miller, the floor is yours.
Good morning, ladies and gentlemen. Welcome to the annual meeting of shareholders of Spin Master Corp. I am Christina Miller, a Director and the CEO of the company. Before proceeding with the formal business of the meeting, I would like to welcome our one new independent Director standing for election, Ms. Yael Vizel, who will bring her experience and expertise in technology, retail innovation, and digital commerce to the company. I will now turn to Ms. Alison Desipio, Corporate Secretary of the company, to review some formalities.
Thank you. This year, as with last year, the meeting is being held as a virtual meeting. This allows registered shareholders and duly appointed proxy holders to be able to attend the meeting, ask questions, and vote regardless of their geographic location, as well as being a more cost-efficient and environmentally friendly arrangement for the company and shareholders. However, holding our meeting virtually means there are some differences from the way an in-person meeting is usually conducted. Our goal is to replicate the best we can the experience you would have if you were meeting in person. We request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the item of formal business.
During the course of the meeting at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, we will have a question and answer session. Members of management are in attendance at the meeting and can address your questions. If you have any questions not specifically related to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that the questions are addressed following the conclusion of the meeting. If for any reason we are unable to answer your questions during the Q&A, we will endeavor to follow up with you after the meeting. You can submit questions by clicking on the Q&A icon, typing them in, and submitting your questions.
We have four matters of formal business to conduct today. one, the election of Directors. two, the presentation of our 2025 financial statements. three, the reappointment of the company's auditors for the coming year and authorization of the directors of the company to fix such auditors remuneration. four, the approval of a non-binding advisory resolution on the company's approach to executive compensation. While in practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. Accordingly, for this virtual meeting, we will forego having seconders for the formal business specified in the notice of this meeting. I will now turn to the chair to commence the meeting.
This meeting is now called to order. I will preside as Chair of this meeting, and Ms. Alison Desipio, Corporate Secretary of the company, will act as secretary of the meeting. With the consent of the meeting, I hereby appoint Computershare Investor Services Inc., through its representative, to act as the scrutineer for the meeting. I would now ask Ms. Desipio to report on certain procedural matters.
The notice calling this meeting together with a form of proxy and management information circular and annual report containing the financial statements of Spin Master Corp. for the financial year ended December 31, 2025, and the auditor's report thereon have been properly sent to the requisite recipients. Additional copies of these materials are also available online on the company's SEDAR+ profile at www.sedarplus.com. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters.
If, as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting and accepted the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls are currently open, allowing you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on in your available voting options will be visible on the voting panel on your screen.
To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your votes.
Thank you, Ms. Desipio. I declare that the meeting is duly and properly constituted for the transaction of business. I direct the confirmation of mailing of the notice of the meeting received from Computershare Investor Services Inc. and the scrutineer's complete report of attendance be annexed to the minutes of the meeting. The first item of business is the election of directors. The number of directors to be elected at this meeting has been set by the company's Board of Directors at 10. May I please have the management's nomination of candidates for election to the board?
Madam Chair, I nominate each of the persons specified in the management information circular delivered with the notice of meeting, being Jeffrey Cohen, Kevin Glass, Ronnen Harary, Christina Miller, Anton Rabie, Christi Strauss, Ben Varadi, Gary Vaynerchuk, Yael Vizel, Charles Winograd. Service directors of the company to hold office until the close of the next annual meeting of shareholders, or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.
As the company did not previously receive timely notice of any further nominations of persons for election as directors of the company, as required by the advance notice provisions of the company's bylaws, I declare the nominations closed. Tim Foran, can you please advise whether any questions have been received on this matter from participants of this meeting?
Madam Chair, I will pause for a moment to allow for questions to be submitted. I can confirm that we have not received any questions from shareholders specifically on this item.
Thank you. We will now conduct the vote by way of online ballot, and registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting option on the voting panel displayed on their screens. If you have previously submitted a complete proxy, you have voted and it is not necessary to vote again. The next item of business is the presentation of the company's consolidated financial statement and the auditor's report thereon. We will dispense with the reading of the auditor's report. The next item of business is the reappointment of the auditors of the company. May I have a motion on this matter?
Madam Chair, I move that Deloitte LLP, chartered professional accountants, chartered accountants, licensed public accountants, be reappointed as auditors of the company until the close of the next annual meeting of shareholders or until a successor is appointed, and that the Board of Directors be authorized to fix the auditor's remuneration.
Tim Foran, can you please advise whether any questions have been received on this matter from the participants of this meeting?
Madam Chair, I'll pause for a moment to allow for questions to be submitted. I can confirm that we have not received any questions from shareholders specifically on this item.
Thank you. We will now conduct the vote by way of online ballot. The next item of business is an advisory vote on the company's approach to executive compensation, also known as say on pay advisory vote. As this is an advisory vote, the results will not be binding upon the board. However, the board will take the results of the vote into account as appropriate when considering future compensation decisions. The text of the resolution is set forth in the management information circular dated March 9th, 2026. We will dispense with the reading of the resolution to the meeting. May I have a motion on this matter?
Madam Chair, I move that a resolution in the form of the resolution on page 45 of the management information circular sent to the shareholders with the notice of this meeting approving the company's approach to executive compensation be passed as a non-binding resolution of the company.
Tim Foran, can you please advise whether any questions have been received on this matter from the participants of the meeting?
Madam Chair, I will pause for a moment to allow for questions to be submitted. I can confirm that we have not received any questions from shareholders specifically on this item.
Thank you. We will now conduct the vote by way of online ballot. We will now proceed with the process of completing the vote on the items of the business of the meeting. Mr. Foran, have any further questions come in from shareholders, specifically on any of the matters of formal business?
No, I can confirm that we have not received any questions from shareholders specifically on the matters of formal business.
Thank you. The polls on all items of business will remain open for a few more moments.
I confirm the polls are now closed and the scrutineer has tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite level of shareholder approval. Accordingly, as a result, I hereby declare the nominated directors elected, the auditors reappointed, with the board being authorized to fix such auditors' remuneration, and the non-binding advisory votes on the company's approach to executive compensation approved. I can also report that further to our majority voting policy, each nominated director received more votes in favor of their election than votes withheld.
A report disclosing the number of votes cast in favor of, withheld from voting, or voted against, as applicable, each item of business at this meeting will be reported as part of the report of voting results to be filed on SEDAR+ and disclosed in a press release promptly following this meeting.
As there is no other business that may properly come before the meeting, I declare the meeting terminated. Thank you.
We would now like to invite any supplemental questions from any shareholders or proxy holders present. As with a physical meeting, we will observe the same protocols of appropriateness and relevance to this meeting. As previously noted, to the extent we are unable to respond to a submitted question, we will endeavor to follow- up with you. If you wish to ask a question, please click on the Q&A icon and submit now.
On behalf of the board and management of the company, I would like to thank all our shareholders as well as others who have joined us today for your support and attendance. Thank you.
This concludes the meeting. You may now disconnect.