Birchtech Corp. FY 2026 Earnings Call

XASE:BCHT · Jul 23, 01:57 PM

Welcome to the 2026 annual meeting of stockholders of Birchtech Corp. I would now like to introduce Richard MacPherson.

Thank you. Good morning to all attending. My name is Rick MacPherson, Chief Executive Officer and Chairman of the Board of Birchtech Corp. I'll 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 pleased to be hosting today's meeting through this virtual online platform. While the meeting is virtual only, we welcome questions from our stockholders. Can you submit your questions through the text box located on your screen at any time during this meeting prior to the closing of the polls, please? Please be aware that questions must be related to the proposals being presented at this meeting, or the business of the company or its operations. Please adhere to the rules of conduct and procedures, which is posted on the web portal for this meeting.

We will answer questions related to the proposals being presented at this meeting before the closing of the polls. We will address any appropriate questions which have been submitted relating to the business of the company or its operations on our corporate website as soon as possible after this meeting. After the completion of the formal portion of this meeting, I will make a brief presentation with respect to the company. 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 his or her 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 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 have been invited and are participating in today's meeting. First, I would like to introduce our board nominees, each of whom is currently a member of our board. In addition to myself, the nominees for the board are David Kaye, who is corporate counsel to the company. David also serves as our secretary. Troy Grant, as a director of the company. Mitzi Coogler, who is a director of the company. Also from our management team, John Pavlish, who is Senior Vice President and Chief Technical Officer. Jim Trettel, who is our Chief Operating Officer.

Michael Mioska, who is Chief Financial Officer of the company. In addition, we've invited Howard Condo of Rosenberg Rich Baker Berman, P.A., which firm serves as the independent certified public accountants for the company. Also Stacey Hyatt, who is our corporate communications manager for the company, who is with us here today. Stacey has been appointed to act as Inspector of Election at this meeting. Before I proceed further, I'd like to inform everyone attending today's meeting that 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. For the official business of the meeting.

As noted in the notice and proxy statement previously provided to you, the record date for voting at this meeting was the close of business on June 10th, 2026. A list of stockholders 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 to show that notice of this meeting was given. A copy of the notice and proxy statement and affidavit of distribution will be filed with the 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 here 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, Secretary of the company, to report on the existence of a quorum for this meeting.

Thank you, Rick. The stockholders' list shows that the holders of 26,305,966 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 18,492,535 shares of common stock, or approximately 70.3% of all shares entitled to vote at this meeting.

Thank you, David. Based on the percentage of the total shares of the company held by holders of 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 us. 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 directors. Four directors are to be elected today. Those four nominees receiving the highest number of votes of shares, present in person or by proxy at this meeting, will be elected as directors. Directors elected today will hold office until their successors are elected and qualified or the earlier of their resignation or removal.

The nominees are listed in your proxy materials and on the agenda. The board of directors of the company recommends the following nominees: Richard McPherson, David Kay, Troy Grant, Mitzi Kugler. Insofar that 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 Rosenberg Rich Baker Berman, P.A. as our independent registered public accounting firm for the year ending December 31st, 2026. The third item of business today is to approve, on an advisory basis, the compensation of our named executive officers. Because the vote is advisory, it will not be binding upon the board. The board values the opinions of our 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 provide an amendment to our certification of incorporation to decrease the number of authorized shares of our common stock from 150,000 to 50,000 shares. Now, before we move on to the voting, we will answer any proposed questions which have been submitted on the portal. I will ask David Kay to read any submitted questions related to the proposals being presented at this meeting.

Thank you, Rick. There are no questions to be answered related to the proposals.

Thank you, David. Now, if you have not already voted online, please do so at this time. The polls will be closing 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 and for proposals two, three, and four. We will pause for 60 seconds to allow anyone who has not voted the opportunity to vote now. Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 annual meeting of stockholders closed. That is at 10:10 A.M. Eastern Daylight Time on July 23rd, 2026. In addition, with the closing of the polls, no further questions can be submitted on the web portal.

As mentioned earlier, we will address any appropriate questions which have been submitted relating to the business of the company or its operations on our corporate website as soon as possible after this meeting. David, do we have the preliminary voting results?

Yes, we do. Thanks, Rick. We have been informed by the Inspector of Election that the preliminary vote report shows the following. With regard to proposal one, the four nominees for election to the board have been duly elected. With regard to proposal two, ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the company's independent registered accounting firm for the year ending December 31, 2026, has been duly approved. With regard to proposal three, compensation of the named executive officers has been approved by advisory vote. With regard to proposal four, the amendment to our certificate of incorporation to decrease the number of authorized shares of common stock from 150 million to 50 million has been duly approved. 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 four business days.

Thank you, David. Since there is nothing further to bring before the stockholders, this concludes the formal portion of this annual meeting of stockholders, and this meeting is now adjourned. I'd like to proceed, however, with an informal portion of this meeting, and as I mentioned, I'd like to make some comments regarding the company. Folks, one of the very significant happenings with the firm over this past year or so has been our transition from air purification into water purification. I must say, we've made some tremendous strides, both in the relationships within the water industry and also in hiring a very solid crew of young engineers and folks that are working in our different facilities. We're also in the midst, at this point, at looking at a number of very strategic acquisitions that could benefit us very well as we move forward.

I fully expect that we will be actually up and running with our rejuvenation business by the end of this year, hopefully sooner in the fall than could be expected. The year overall should finish very strong for us as a company. The future has never looked brighter given the infrastructure that we're putting in place and the operations that we're now moving forward to get up and running. I very much look forward to bringing news to you in the latter half of 2026 and beyond, and also reporting our results on a quarterly basis as we usually do. I think everybody will be pleased with the results that we bring to market. This concludes my presentation and, with that, our program for today.

On behalf of the board of directors and management, I want to thank each and every one of you for taking the time to join us today and for your continued support of the company. We sincerely appreciate your confidence and your investment, and we wish each and every one of you a happy, healthy, and enjoyable summer. Thank you very much again, and we wish you all the very best of today. Thank you now. Bye-bye. The 2026 annual meeting of stockholders of Birchtech Corp has now come to an end.

Thank you for attending. You may now disconnect.

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