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AGM 2024

Jun 18, 2024

Michael Novogratz
CEO, Galaxy Digital Holdings

Good morning, everyone, and welcome. We'd like to welcome all of you to this annual general meeting of shareholders for 2024. I'm Michael Novogratz, CEO of Galaxy Digital Holdings. This meeting is being held as a hybrid event, both physically in person and virtually online via live webcast. We have ensured that the virtual portion of the meeting offers shareholders and duly appointed proxy holders the opportunity to participate, submit questions, and vote the meeting through the online platform. We would like to set out a few rules for the orderly conduct of the meeting. Number one, for the purpose of this meeting, voting on all matters will be conducted as follows: For those attending in person, by ballot, which will have been completed upon entering the meeting. Note that those wishing to change their vote can ask the secretary for a new ballot.

And two, for those attending virtually, by electronic ballot through the TSX Trust Virtual Meeting platform. Only registered shareholders and duly appointed proxy holders who have properly logged in with their control number will be able to vote on each business item. Beneficial shareholders who have appointed themselves as proxy holders would have needed to register in advance to receive a control number. Those who wish to vote virtually at the meeting must download and complete a declaration form, then send their complete and executed form to our voting team at tsxtrustproxyvoting@tmx.com. Once the polls are open, click the Voting icon on the left-hand side of your screen. To vote, simply select your voting direction from the options shown on the screen and click Submit. A confirmation message will appear to show your vote has been received.

If you have additional control numbers to vote, click I Have Additional Control Numbers at the top, at the top to enter the additional credential. To change your vote, simply click Refreshing Voting Resolutions. Voting will remain open until the polls have been closed. The votes you have submitted on each polling item at the time the poll closes will be recorded. Votes in favor or against, or withheld, as the case may be, for each resolution item will be tallied by the scrutineer once the voting is completed. I will then report on the preliminary outcome of all motions based on the proxies provided prior to the meeting and the preliminary scrutineer's report. The final report will be posted on SEDAR shortly after the meeting. Excuse me.

We remind you that if you're a registered shareholder and you've already voted by proxy, you do not need to vote again unless you wish to change your vote. Any votes cast by poll during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders who have already voted by proxy do not vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions, submit any questions, vote, or take any other action. Two, for specific vote tabulations, please see the report of voting results, which will be posted to the company's SEDAR profile shortly after the meeting. Three, messages can be submitted at any time during the Q&A session, up until the chair closes the session.

If you'd like to ask a question, select Ask a Question icon on the left and type your message within the chat box in the messaging screen. Once you are happy with your message, click Ask Now button. Questions sent via TSX Trust Meeting Virtual platform will be moderated before being sent to the chair. At this time, I call the meeting to order. In order to expedite the meeting, and unless there is any objection, I now propose that we dispense with the need to second any motions requested by the chair. If you have an objection, you now have five seconds to submit your objection via Ask a Question button. Hearing none, we will proceed with the business of the meeting.

In accordance with the Articles of Association, I will preside as chair of the meeting, and with the consent of the meeting, I appoint Francesca D'Angelo, corporate secretary of the company, to act as secretary of the meeting. The company's registered transfer agent is TSX Trust Company. Rosa Garofalo will act as scrutineer for the meeting. Under the company's Articles of Association, the quorum for the transaction of business at a meeting of shareholders consists of two or more shareholders present in person or by proxy, or if the company or other non-natural person, by its duly authorized representative or proxy, holding at least 25% in par value of the ordinary shares, who are entitled to vote at such general meeting. The scrutineer has provided me with a preliminary report regarding shareholder attendance and representation at this meeting.

I confirm that there is a quorum present, quorum present at this meeting. The secretary has advised me that the notice of the meeting has been duly sent to shareholders on May 16, 2024. Additional copies of these materials are also available electronically under Galaxy's SEDAR profile at www.sedarplus.ca. Accordingly, there is an objection I will dispense with the reading of the notice. Unless there's an objection, I will dispense with the reading of the notice calling the meeting. If you have an objection, you have five seconds to submit via the Ask a Question button. Notice have been duly given, and a quorum being present, I declare that this meeting is duly constituted for the transaction of business.

In the interest of expediting the business of this meeting, I will move all motions with respect to the business for which this meeting has been called and as set out in the notice of meeting. For efficiency, we'll be opening the polls on all matters that we voted on at the beginning of the meeting, and we'll close the polls after the last matter has been dealt with. We will now turn to the business of today's meeting. I declare the polls now open. Galaxy's audited financial statements for the year ended December 31, 2023, and the report of the auditors thereon are placed before the meeting. These audited financial statements are available upon request electronically under Galaxy's SEDAR profile. The next item of business is the election of directors.

The following nominees of management are proposed for election as directors: Mike Novogratz, Bill Koutsouras, Dominic Docherty, excuse me, Michael Daffey, Jane Dietze, Damien Vanderwilt, and Richard Tavoso. If there are no further nominations, I now declare the nominations to be closed. If there are any objections, please raise them now. Those attending virtually have five seconds to submit via the Ask a Question button. I now move that these seven nominees be elected as directors of the company to hold office until the next annual general meeting of the company, or until their successors are elected or appointed, subject to the provisions of the Articles of Association and Cayman Islands law. Please proceed by way of poll on this motion.

As noted earlier, the preliminary results will be summarized at the end of the meeting, and the final voting results will be made available on SEDAR shortly after the meeting. I will now move to the next item of business. The next item of business is to appoint the auditors of Galaxy for the ensuing year. I hereby move that KPMG Limited Liability Partnership be appointed as auditors of Galaxy for the ensuing year, or until their successors are duly appointed, and such remuneration as may be fixed by the board of directors, and that the past appointment of KPMG as the auditor be ratified. Please proceed by way of poll on this motion. As noted earlier, the preliminary voting results will be summarized at the end of the meeting, and the final voting results will be made available on SEDAR shortly after the meeting.

I will now move on to the next item of business. The next item of business is the approval of Galaxy's amended and restated Long-Term Incentive Plan and approval of the unallocated entitlements thereon, as required by the rules of the Toronto Stock Exchange every three years. The amendments to the Long-Term Incentive Plan were described in the Management Information Circular provided in connection with the meeting. I hereby move that the ordinary resolution of disinterested shareholders of Galaxy in the form set out in the Management Information Circular provided in connection with this meeting be approved. Please proceed by way of poll on this motion. As noted earlier, the preliminary voting results will be summarized at the end of the meeting, and the final results will be made available on SEDAR shortly after the meeting.

Is there any other business that may be brought before this meeting? Hearing none, I will now move to the voting results. You will have 10 seconds to submit your votes before the polls close. Based on the proxies provided prior to the meeting and the preliminary scrutiny report received, preliminary voting results show that all resolutions have passed by the requisite number of votes in favor. However, these results are preliminary, and the final voting results will be included in the press release to be filed following the meeting, together with the report on voting results to be filed on SEDAR. This concludes the formal business brought before the meeting, as set out in notice of meeting. If you would like to raise any further business at this meeting, you have 10 seconds to do so using the Ask a Question button.

As there is no further business, I now propose the meeting be concluded, unless there is objection. If you have an objection, you have five seconds to submit via the Ask a Question button. Hearing none, I now declare that this meeting to be terminated. On behalf of the board of directors, I would like to say thank you for attending today.

Operator

Thank you for attending today's meeting. You may now disconnect.

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