Hello, ladies and gentlemen, and welc ome to the 2023 a nnual meeting of the stockholders of Mawson Infrastructure Group Inc. My name is Greg Martin, and I am the Chairman of the Board of Mawson Infrastructure Group, Chairman of the Compensation Committee, and also a member of the Audit and Nominating and Corporate Governance Committees. I'm a candidate for election as a director at this meeting today. This meeting is being conducted wholly online to allow all stockholders the opportunity to attend, and I'd like to thank you all for taking the time to participate in the meeting today. Please note that this meeting is being recorded. I've been advised that a quorum is present, therefore, I formally declare the meeting open. I note that the meeting has now been duly called and is being conducted in accordance with the laws of Delaware and the company's articles of incorporation and bylaws. To ensure everyone has the best opportunity to vote, I now declare the polls open. You can vote throughout the meeting, and you can change your vote up until the time I declare voting closed. I will declare the voting closed after we have formally considered each of the proposals which are the subject of this meeting. If you have already voted for your shares, there is no need to vote again unless you wish to change your vote. During the meeting today, the stockholders of the company will be asked to vote on the following proposals. First, to approve the election of the four directors currently serving on the board to serve until the next annual meeting. Second, to ratify the appointment of Wolf & Company as the company's independent registered public accounting firm for the year ending December 31, 2023. Three, to approve the amendments of the company's 2021 Equity Incentive Plan. I'd like to emphasize that the board of directors of Mawson Infrastructure Group unanimously recommends that you vote for each of the proposals. Participation in this meeting is supported by the Lumi online platform. Those who joined the meeting early will have seen the instruction video which Lumi played while waiting for the meeting to begin. For ease, you will see on the screen now instructions on how to participate. I will now provide a short explanation of the meeting process. Further details can be found in the online meeting guide. As the poll is open, the voting icon located on the top right-hand side of your screen is active. Selecting this icon will display the resolutions and present you with voting options. To cast your vote, simply select one of the options. To change your vote, simply select a different option to override the previous selection. If you have already voted, you do not need to vote again, unless, of course, you wish to change your vote. When we put each proposal to the meeting, registered stockholders will have the opportunity to ask questions about that proposal. Stockholders should enter the meeting as a stockholder and not as a guest, because guests are not entitled to ask questions, make comments, or to vote at this meeting. To ask a question or make a comment, you click on the messaging icon at the top of your screen, type your question or comment, and then click on the send icon to the right of the message box. Confirmation that your message has been sent through should appear on your screen. The question sent via the Lumi platform will be moderated before being sent through to me. This is to avoid duplication of questions and to summarize lengthy questions in the interest of time. To ask a question verbally, you will need to follow the instructions in the online meeting guide. If there is any person present holding a proxy that has not yet submitted it to vote, please submit the proxy now as per the meeting instructions. Donna Bent with Computershare has been appointed as Inspector of Election for the meeting. Donna has provided us with her oath in the proper form, and this oath will be filed with the minutes of this meeting. A list of stockholders as of the record date is available for inspection by stockholders by request to the Corporate Secretary. Now that the procedural matters have been addressed, please allow me to introduce to you my fellow directors who are all in attendance at the meeting today. First, Michael Hughes, who is an independent non-executive Director and the Chair of our Audit Committee and the Nominating and Corporate Governance Committee, as well as being a member of the Compensation Committee. Rahul Mewawalla, who is an independent non-executive Director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee. Rahul joined us earlier in the year on the board. James Manning, who is our CEO, and an executive Director of the company. I'm also pleased to introduce members of the company's management team. Ariel Sivikofsky, who is our Principal Accounting Officer and is with us today. Liam Wilson, who is our Chief Operating Officer. Liam is based in the U.S. and is joining us today for the meeting. Tim Broadfoot is our Chief Corporate Officer and is also with us at today's meeting. Craig Hibbard, who is our Chief Development Officer and also based in the U.S., along with Ben Pirtle, who is our Chief People Officer and based in Pittsburgh and joins us at the meeting today. Tom Hughes is our General Counsel and Corporate Secretary. He is with me today and will serve as Secretary of today's meeting and as the moderator of any questions. Last but not least, our newest recruit, Sandy Harrison, who has joined us recently as our Vice President of Investor Relations. A very warm welcome to you, Sandy. We ask that you limit your questions today to the proposals which are up for discussion. If you have any questions or comments which are of individual interest and concern to you, we invite you to contact us outside of today's meeting. Lastly, I'd like to welcome to the meeting Chad Enns from Sheppard Mullin, the company's external lawyers. Before we come to the formal part of the proceedings, I'd like to say a few words about the role that the board plays at Mawson Infrastructure Group. Mawson has shown over the past year an ability to move quickly in response to changes in market dynamics. After a challenging 2022, our recent press releases and disclosures provide an insight into some of the excellent growth initiatives that Mawson has executed, a taste of what is to come. At the same time, we've been busy building out Mawson's corporate governance, particularly the SOX compliance program, our workplace OH&S policies, and our risk management framework. Getting the fundamentals right is of vital importance to your board. Capital management and cash flow management continue to be a major focus as we continue to make sure that we invest shareholders' funds in the most efficient and profitable manner. The board is confident the management team and staff view each of these finance and corporate governance elements as necessary to create a robust culture of accountability, integrity, honesty, and transparency. In the board's view, such a culture is a necessary precondition to stockholder value creation over the longer term. I'd like to move now on to the formal part of the meeting. We have received from Computershare, the registrar and transfer agent for our common stock, an affidavit confirming that on the 6th of April 2023, a notice of the meeting and notice of internet availability of the proxy materials was attributed to all stockholders of record as of the close of business on March the 28th 2023. The affidavit from Computershare is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. I propose that the notice of meeting be taken as read. We now come to the proposals. Each of the proposals will be considered in turn, with an opportunity for stockholders to ask questions before voting on each proposal. As mentioned earlier, the voting has already opened. We have three proposals to consider today. The company did not receive any stockholder proposals. The first proposal is the election of four directors of the company. The proxy statement lists the company's nominees for director, and those nominees are the current directors, being myself, Greg Martin, Michael Hughes, Rahul Mewawalla, James Manning. The directors will be elected on a plurality of votes, meaning that the four directors who receive the highest number of votes will be elected to the available positions. Tom, have we received any questions on this proposal? Chairman, we did not receive any questions on this proposal. Thank you, Tom. Ladies and gentlemen, if you have not already voted or if you wish to change your vote, please do so now. Our second proposal at our meeting today is to ratify the appointment of Wolf & Company, P.C., as the company's independent registered public accounting firm for the year ending December 31, 2023. The appointment of the independent auditor is discussed in the proxy statement. Tom, have we received any questions or comments on this proposal? No, Chairman, we did not receive any questions on this proposal. Well, once again, ladies and gentlemen, if you have not already voted or if you wish to change your vote, please vote now. The third and final proposal at today's meeting is to approve the amendments to our 2021 Equity Incentive Plan. The proposed amendments are discussed in detail in the proxy statement. Once again, Tom, do we have any questions or comments from stockholders on this proposal? Chairman, we did not receive any questions on this proposal. Well, ladies and gentlemen, once again, if you've not already voted or if you wish to change your vote, please vote now. That concludes all the matters to be presented for stockholder consideration at this meeting. Now that the proposals have been presented and stockholders given the opportunity to ask questions on those proposals, I intend to close the poll shortly. Would all stockholders finalize their votes now, please. The voting process has now been completed, and I declare the poll closed. Based on the initial report from the Inspector of Election, the preliminary voting results are that each director nominee has been elected to serve until the next annual meeting of stockholders in 2024. Wolf & Company, P.C. has been ratified as the company's independent registered public accounting firm for the year ending December 31, 2023. Finally, stockholders have approved the amendments to the company's 2021 Equity Incentive Plan. Ladies and gentlemen, that concludes the proceedings of today's annual stockholders meeting. I'd like to thank you all for your attendance and participation in today's meeting and for your continued support for the Mawson Infrastructure Group. I now declare the meeting closed. The official results will be disclosed in a filing with the SEC and will be published on the company's website. Good day to you all.
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