Birchtech Corp. (BCHT) Earnings Call Transcript

Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Midwest Energy Emissions Corp. I would now like to introduce Chris Greenberg.

Thank you, and good morning to all attending. My name is Chris Greenberg. I'm the Chairman of the Board of Midwest Energy Emissions Corporation, and I will be presiding over this meeting. I'd like to call this Annual Meeting of Stockholders to order and welcome all of you who are in attendance today. We are excited to be hosting today's meeting through this virtual online platform. While the meeting is virtually only, we welcome questions from our stockholders. You could submit your questions through the text box located on your screen at any time during this meeting prior to the closing of the polls. After the completion of the formal portion of this meeting, we will have a brief presentation by Rick MacPherson, the company's President and CEO. After which, we will do our best to answer questions which have been submitted, and we will address any unanswered questions on our corporate website as soon as possible after this meeting. Please note that questions must be relevant to the business of this meeting or the business of the company or the conduct of its operations. In addition, please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. At this time, please let me take this opportunity to introduce a number of my colleagues and key guests who are attending or are participating in today's meeting. First, I would like to introduce the Board -- our Board members. In addition to myself, the Board members are: Richard MacPherson, who is the President and Chief Executive Officer of the company; David Kaye, who is a partner of the law firm Kaye Cooper Kay & Rosenberg, Corporate Counsel to the company. David also serves as the Secretary of the company. Also joining us on today from our management team is John Pavlish, who is the Senior Vice President, Chief Technology Officer; Mr. Jim Trettel, who is the Vice President of Operations; Jami Satterthwaite, who is the Chief Financial Officer of the company. And in addition, I'm joined by Larry Meril of Rotenberg Meril, which serves as the independent certified public accountants for the company. Also, Stacey Hyatt, who is the executive assistant at the company, Stacey has been appointed to act as the inspector of elections at this meeting. Before I proceed any further, I would like to inform everyone attending today's meeting, the statements made during today's presentation may contain forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties, and actual results may differ materially. This is our standard reminder. You should refer to our filings with the SEC for factors that could cause actual results to differ from our projections. Now for the official business of this meeting. As noted in the notice and proxy statement previously provided to you, the record date of voting at this meeting was at close of business on April 5, 2021. A list of stockholders on the second -- on the record date is available for your review on the web portal. The secretary has been provided an affidavit of distribution from Broadridge Financial Solutions, Inc. to show that the notice of this meeting was given. Copy of the notice and the proxy statement and the affidavit of distribution will be filed with records of the company as part of the minutes of this meeting. As previously mentioned, Stacey Hyatt has been appointed inspector of election at this meeting. I have the oath of the inspector of election, which has been executed by Stacey, which I will file with the minutes of this meeting. I will now ask David Kaye, the secretary of the company, to report on the existence of a quorum for this meeting. David?

Thank you very much, Chris. The stockholders list shows that holders of 83,715,582 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector of election that there are, represented in person or by proxy, 59,384,112 shares of common stock or approximately 71% of all shares entitled to vote at this meeting.

Well, thank you, David. Based upon the percentage of the total shares of the company held by holders of the record now present at the meeting, either in person or by proxy, a quorum is present. This meeting is now convened for the purposes of transacting business properly before it. The next order of business is a description of matters properly brought before this meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed to you. The first item of business today is the election of the directors. Three directors are to be elected today. Those 3 nominees receiving the highest number of votes of shares present in person or by proxy at this meeting will be elected to directors. Directors elected today will hold office until 2022 Annual Meeting of the Stockholders and their successors are elected and qualified. The nominees are listed in your proxy materials and on the agenda. The Board of Directors of the company recommends the following nominees: Richard MacPherson, Christopher Greenberg, David Kaye. Insofar as the company has an advance notice provision in its bylaws, all nominations are closed. The second item of business today is the ratification of the appointment of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The third item of business today is to approve, on an advisory basis, the compensation of the named executive officers. Because the vote is advisory, it will not be binding upon the Board. The Board values the opinions of stockholders and will take into account the outcome of the vote when considering future executive compensation arrangements. The fourth item of business today is to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the named executive officers. Again, because the vote is advisory, we will not be binding upon the Board, number two, the third item described. The Board values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions. The fifth item on business today is to approve an increase in available shares authorized for issuance under the company's 2017 Equity Incentive Plan by up to 8 million shares. The sixth item of business today is to approve a proposal to authorize our Board of Directors, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to our certificate of incorporation to effect a reverse split of our issued and outstanding common stock at a ratio to be determined by the Board, ranging from 1-for-2 to 1-for-7 with the reverse split to be effected at the such time and date, if at all, as determined by the Board in its sole discretion, but no later than December 31, 2021. The seventh item and final item of business today is to approve an adjournment of the annual meeting, if necessary and appropriate, as determined by the Board in its sole discretion to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the reverse split or to constitute a quorum. Now if you have not already voted online, please do so at this time, and the polls will be closed shortly. As mentioned previously, stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. The Board recommends that you vote for each director nominee, for Proposals 2, 3, 5, 6, 7 and 4, the every year frequency alternative for Proposal 4. [Voting]

Now that everyone has had the opportunity to vote, I will declare the polls for the 2021 Annual Meeting of Stockholders closed at 10:10 Eastern time, June 3, 2021. David, do we have the preliminary voting results?

Thank you. Yes, we do. We have been informed by the inspector of election that the preliminary vote report shows the following. With regard to Proposal 1, the 3 nominees for election to the Board have been duly elected. With regard to Proposal 2, ratification of the appointment of Rotenberg Meril as the company's independent registered accounting firm for the fiscal year ending December 31, 2021, has been duly approved. With regard to Proposal 3, compensation of the named executive officers has been approved by advisory vote. And with regard to Proposal 4, the every year frequency alternative for future advisory votes on the compensation of our named executive officers has been approved by advisory vote. With regard to Proposal 5, the increase in available shares authorized for issuance under the company's 2017 Equity Incentive Plan by up to 8 million shares has been duly approved. With regard to Proposal 6, the authorization to our Board of Directors, in its sole and absolute discretion, and without further action on this part of the stockholders, to file an amendment to our certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio to be determined by the Board, ranging from 1-for-2 to 1-for-7, has been duly approved. And finally, with regard to Proposal 7, an adjournment of the annual meeting, if necessary and appropriate, as determined by the Board in the sole discretion to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the reverse stock split or to constitute a quorum has been duly approved. And that concludes the report of the preliminary voting. We will be reporting the final voting results in a Form 8-K to be filed with the SEC within 4 business days.