Intellicheck, Inc. (IDN)
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AGM 2022

May 4, 2022

Guy Smith
Chairman of the Board, Intellicheck

Ladies and gentlemen, I'm Guy Smith, Chairman of the Board of Intellicheck and Chairman of this meeting. I hereby call this 2022 Annual Meeting of Stockholders to order. On behalf of my fellow directors and the officers of the company, it is my pleasure to welcome you to this annual meeting. I would like to take this opportunity to introduce directors and officers of the company who are participating virtually today. Emil Bedard, Director. Jack Davis, Director. Bill Georges, Director. Dr. Amelia Russo, Director. David Ullman, Director. Bryan Lewis, Chief Executive Officer and Director. The company will take written questions from stockholders regarding the proxy only and will answer questions presented by stockholders after the meeting has ended. I've asked Bryan Lewis to act as Secretary of this meeting and to record the minutes.

Before considering the business to be taken up at this meeting, I would like Mr. Lewis to report on the formal steps taken in connection with this meeting.

Bryan Lewis
CEO and Director, Intellicheck

Mr. Chairman, the board of directors has adopted resolutions which provide that this meeting be held today, and which fixed the close of business on March 7, 2022 as the record date for determination of stockholders entitled to notice and to vote at this meeting. I hereby present the affidavit of Robert Zubrycki, an employee of Continental Stock Transfer & Trust Company, the company's transfer agent, which states that the notice of the 2022 annual meeting of stockholders, proxy statement and proxy card were mailed on or about April 5, 2022 to each holder of the company's common stock at the close of business on the record date.

Guy Smith
Chairman of the Board, Intellicheck

Thank you, Mr. Lewis. I would like you to file the affidavit as to the mailing of the proxy materials in the minute book of the company with the minutes of this meeting. If there are any persons participating virtually who are proxies for stockholders and who have not yet voted their shares, please do so now. Are there any stockholders present and participating virtually who have not voted and desire to do so? Please vote now. Are there any stockholders present and participating virtually who have submitted a proxy but now desire to change any of the votes on your original proxy card? Please vote now. I hereby appoint Henry Farrell, an employee of Continental Stock Transfer & Trust Company, the company's transfer agent, to act as Inspector of Election of this meeting.

The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will distribute and collect the ballots and count the votes.

Henry Farrell
VP and Account Manager, Continental Stock Transfer and Trust Company

Mr. Chairman, I present to you electronically the oath I signed as the Inspector of Election.

Guy Smith
Chairman of the Board, Intellicheck

The oath of the Inspector of Election will be filed with the minutes of this meeting. Will the Inspector now provide us with a count of the stockholders present in person or by proxy?

Henry Farrell
VP and Account Manager, Continental Stock Transfer and Trust Company

Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I'm in the process of completing a count of all stockholders present, participating virtually or by proxy, and will render an exact report at the end of the meeting.

Guy Smith
Chairman of the Board, Intellicheck

Since the holders of record of a majority of the voting power of the outstanding shares of common stock of the company entitled to vote at this meeting are present in person or by proxy, I declare that a quorum is present. The first order of business is the election of eight directors. The persons receiving a plurality of the votes of the shares present in person or represented by proxy shall be elected. Each director will hold that position for a term of one year and until his successor has been duly elected and qualified. Nominations for directors were made by the Nominating and Corporate Governance Committee of the company's Board of Directors, and the eight nominees were included in the ballots included in the proxy materials mailed to stockholders. Excuse me.

The second order of business is the approval of the appointment of EisnerAmper LLP as the company's independent auditors for the 2022 fiscal year. The Audit Committee of the Board of Directors appointed EisnerAmper, and this appointment was included in the ballots included in the proxy materials mailed to stockholders. The third order of business is the approval of the amendment to the company's 2015 Omnibus Incentive Plan, which would increase the total number of shares of common stock available for issuance under the plan by 500,000 shares from 4,736,000 to 5,236,000. The Compensation Committee and the Board of Directors adopted this amendment subject to stockholder approval, and this amendment was included in the ballots included in the proxy materials mailed to stockholders.

The fourth order of business is the approval of the advisory votes to approve compensation of our named executive officers. This advisory vote was included in the ballots included in the proxy materials mailed to shareholders. The fifth order of business is the approval of the frequency of future advisory votes to approve executive compensation. This advisory vote was included in the ballots included in the proxy materials mailed to shareholders. I now call for votes for the election of directors, the approval of the appointment of EisnerAmper LLP as the company's independent auditors for the 2022 fiscal year, the approval of the amendment to the company's 2015 Omnibus Incentive Plan, the approval of the advisory votes to approve compensation of our named executive officers, and the approval of the frequency of future advisory votes to approve executive compensation.

I now declare the polls closed with respect to election of directors, the approval of appointment of EisnerAmper LLP as the company's independent auditors for the 2022 fiscal year, the approval of the amendment to the company's 2015 Omnibus Incentive Plan, the approval of the advisory votes to approve compensation of our named executive officers, and the approval of the frequency of future advisory votes to approve executive compensation. Now, I would like to have the inspector of election complete his report showing a final count of the stock represented here today in person or by proxy, and the tally of votes cast regarding each proposal.

Henry Farrell
VP and Account Manager, Continental Stock Transfer and Trust Company

As the inspector of election, I hereby report that there are, on a preliminary count, 12,904,631 shares of common stock entitled to vote represented at this meeting, either in person or by proxy, comprising approximately 68% of the voting power of outstanding common stock of the company.

Guy Smith
Chairman of the Board, Intellicheck

Thank you, Mr. Farrell. I declare that based on the information you have given me and the preliminary report of the inspector of elections, through a plurality of shares voted, Emil Bedard, Jack Davis, Bill Georges, Dylan Glenn, Amelia Russo, David E. Ullman, Bryan Lewis, and Guy Smith have been elected as director of the company to serve for a one-year term. The appointment of EisnerAmper LLP as independent auditors of the company has been approved. The amendment to the company's 2015 Omnibus Incentive Plan has been approved. The advisory votes to approve compensation of our named executive officers has been approved. The frequency of future advisory votes to approve executive compensation has been approved for one year.

Henry Farrell
VP and Account Manager, Continental Stock Transfer and Trust Company

Mr. Chairman, I move that the meeting be adjourned.

Guy Smith
Chairman of the Board, Intellicheck

I second the motion. There being no objections to the motion made to adjourn this meeting, I hereby declare this meeting adjourned and thank all the participants.

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