Good afternoon, and welcome to the 2024 Annual Meeting of the Common Shareholders of TerrAscend Corp. My name is Jason Wild, and I'm the Executive Chairman as well as a Director of the corporation. Given that we wish to engage with as many of our shareholders as possible, regardless of their physical location, the meeting is being held again this year as a completely virtual meeting. This virtual meeting will be conducted in the same manner as our 2023 annual meeting. Our goal is to replicate the experience you would have if today's meeting were being held in person. If any shareholders or proxy holder has any technical issues with voting or submitting a question during the meeting, please use the URL link posted on the moderator board for assistance.
In order for us to run the meeting efficiently, we encourage shareholders and their valid proxy holders who have specific questions related to one of the formal items of business, to submit their comments through the platform now, clearly identifying the applicable item of formal business. We will do our best to address questions related to the formal items of business as they are addressed during this meeting. Shareholders and their valid proxy holders can submit questions by clicking on the question icon and submitting their questions. Guests will not be able to submit questions. We have three matters of business to consider at this meeting. Namely, one, the election of the directors of the corporation. Secondly, ratification of the appointment and remuneration of the corporation's auditor for the coming year.
And third, the approval of an ordinary resolution to amend the expiry dates of an aggregate of 1.25 million stock options held by certain insiders of the corporation. From their respective expiry dates to 10 years from their respective dates of grant, which resolution is hereunder referred to as the Stock Option Extension Resolution. The meeting is now called to order. In accordance with the bylaws of the corporation, I will preside as Chair of this meeting, and Lynn Gefen will act as Secretary of this meeting. Paul Keyes of Odyssey Trust Company will act as Scrutineer for this meeting. The notice calling this meeting, together with the corporation's Management Information Circular, describing the business of the meeting, have been properly provided to holders of common shares of the corporation as of April 24, 2024, the record date for this meeting.
The corporation relied upon notice and access procedures to deliver the meeting materials in accordance with applicable securities laws. Copies of the 2023 audited annual financial statements of the corporation and the auditor's report thereon, as well as the related Management's Discussion and Analysis, are available under the corporation's profile on SEDAR+, and are filed with the United States Securities and Exchange Commission through EDGAR. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. Prior to the start of this meeting, the scrutineer filed a preliminary report on attendance, and the secretary has confirmed to me that there is a quorum of shareholders present at this meeting. Accordingly, this meeting is duly and properly constituted for the transaction of business.
I direct that the confirmation of the mailing of the notice of meeting and scrutineer's report on attendance be attached to the minutes of the meeting. Given that this is a virtual meeting, voting will be conducted by online ballot. If you are a registered shareholder who used your control number to log into the meeting or a duly appointed proxy holder using the username provided by Odyssey to log into the meeting, and you accept the applicable terms and conditions, you will have the opportunity to vote today by online ballot. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote again through the online ballot during today's 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 this meeting. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on your desired voting choice displayed on your screen. After you vote, a message confirming that your vote has been received will appear. Your vote can be changed by simply clicking the other available option. If you wish to cancel your vote, please press Cancel. Once all items of business have been presented, we will provide a few additional moments to enter your votes.
I will then declare voting close on all matters of business. The preliminary results of the votes on each matter will be announced prior to the close of the meeting. A simple majority of the votes cast by TerrAscend shareholders present, virtually or represented by proxy and entitled to vote at the meeting, must be voted in favor of all resolutions to be considered today, except the resolution to approve the stock option extension, which must be approved by the majority of disinterested votes cast in favor, as I will explain further at the appropriate time. I now declare the online voting polls open on all items of business.
We will now proceed with the presentation of the corporation's audited consolidated financial statements for the year ended December 31, 2023, and the auditor's report thereon, which are available under the corporation's profile on SEDAR+ and on EDGAR. No vote is required with respect to this matter. Given that there are no comments and questions, we will move on with the next item for business. The first item to be voted on at this meeting is the election of the directors of the corporation. The number of directors to be elected at this meeting has been set by the corporation's board of directors at five. The Management Information Circular contains the names and backgrounds of the individuals who have been nominated by the corporation for election until the close of the next annual meeting. I now declare the meeting open for nominations.
In the interest of expediency, I will ask Ari Unterman, a proxy holder and Associate General Counsel at the corporation, to make the nominations on behalf of the management of the corporation.
I nominate each of the persons specified in the management information circular delivered with the notice of meeting, namely Mr. Craig Collard, Ms. Kara DioGuardi, Ms. Ira Duarte, Mr. Ed Schutter, and Mr. Jason Wild, to serve as directors of the corporation and to hold office until the close of the next annual general meeting of shareholders of the corporation, or any postponements or adjournments thereof, unless their offices are vacated earlier or their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.
As the corporation did not previously receive timely notice of any further nominations of persons for election as directors of the corporation, as required by the advance notice provisions of the corporation's bylaws, I declare the nominations closed. In order that a vote may be held on the matter, I request a motion that the five persons nominated as directors of the corporation be so elected.
I so move.
I second the motion.
Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
I confirm that we have not received any questions related to this motion.
Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you have previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. We will now proceed with the ratification of the appointment of the auditor of the corporation and fixing the auditor's remuneration.
In order that a vote may be held on the matter, I request a motion for the ratification of the appointment of MNP LLP, Chartered Professional Accountants, licensed public accountants, as the auditor of the corporation until the close of the next annual meeting of shareholders of the corporation, or until a successor is duly appointed, and that the board of the directors of the corporation be authorized to fix the remuneration.
I so move.
I second the motion.
Before I call for a vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
I confirm that we have not received any questions related to this motion.
Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. As a reminder, if you previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter. As all polls will remain open, we will continue with the meeting. The third item of business to be voted on at this meeting is the approval of the Stock Option Extension Resolution. The resolution extends stock options held by certain executive officers, employees, directors, and consultants of the corporation, as described in more detail in the circular.
In the case of the approval of the stock option extension resolution, as required by the rules of the TSX, the votes attached to the common shares held by insiders of the corporation, holding any options subject to the amendment, will be excluded from the vote. The extension of the stock options is consistent with the stock option plan and is intended to harmonize the terms of the corporation's historic stock options with the corporation's current compensation strategy. The reporting insiders of the corporation that hold stock options that are proposed to have their terms extended are more fully described in the circular.
It is proposed that a total of 1.25 million stock options held by certain reporting insiders of the corporation be extended, as more fully described in the circular, which represents approximately 0.43% of the corporation's issued and outstanding Common Shares as of the record date. The full text of the ordinary resolution to be considered at this meeting is set forth in the circular, and unless otherwise requested, I will dispense with the reading of such resolution. In order that a vote may be held on the matter, I request a motion that the stock option extension resolution, as set out in the corporation's Management Information Circular, dated April 26, 2024, be so approved.
I so move.
I second the motion.
Before I vote on the motion, I will now pause for a moment to confirm whether any questions on this matter have been submitted.
I confirm that we have not received any questions related to this motion.
Thank you. Registered shareholders or their duly appointed proxy holders can vote by online ballot now. As a reminder, if you've previously submitted a completed proxy and you do not wish to change your vote, it is not necessary to vote again on this matter when the poll is open during the meeting. We will now briefly pause to allow shareholders time to complete voting on the items of business of the meeting. I confirm the polls are now closed, and we will provide the scrutineer an opportunity to tabulate the results. The scrutineer has tabulated the results. I'm pleased to confirm that the scrutineer has reported to me that all matters put to a vote today have been passed with the requisite shareholder approval. Accordingly, I hereby declare the nominated directors elected, the ratification of the appointment of the auditor, and the stock option extension resolution approved.
I would ask the secretary to file a copy of the scrutineer's report on today's voting results with the minutes of this meeting. A press release and Form 8-K will be issued following this meeting to announce voting results. This concludes the formal business of today's meeting. As there's no further business that may be properly considered, I declare the meeting to be terminated. On behalf of the board and management of the company, I would like to thank everyone attending today.