ADENTRA Inc. (ADEN) Earnings Call Transcript & Summary

The Annual General and Special Meeting of Hardwoods Distribution Inc. will now begin.

Ladies and gentlemen, the Annual General and Special Meeting of Hardwoods Distribution Inc. will now come to order. My name is Lawrence Sauder, and I am the Chairman of the company and so will act as Chairman of this meeting. Today's meeting is being held virtually due to the public health impact of the COVID-19 pandemic. Consistent with the company's focus on safety, we have taken the step to ensure the health and safety of our shareholders, employees and the communities in which we live. Before continuing with the formal part of the meeting, I would like to introduce to you to the other members of the company who are attending today's meeting virtually: Rob Brown, President and CEO; Faiz Karmally, Chief Financial Officer and Secretary; Bill Sauder, Director; Graham Wilson, Director; Michelle Lewis, Director; Peter Bull, Director; Rob Taylor, Director; and Jim Macaulay, Director. I will now ask Mr. Trevor Scott, the Legal Counsel to the company, to act as Secretary for this meeting. And with the consent of the meeting, I will ask Alicia Mohammed and Leanne Branston of Broadridge Financial Solutions, Inc. to act as scrutineers of the meeting. I have received an affidavit from Broadridge that the notice calling this meeting was mailed to shareholders in accordance with the bylaws of the company and applicable law. And with the consent of the meeting and the reading of the notice of the meeting will be dispensed with, and I will ask the Secretary to append the confirmation of mailing to the minutes of this meeting as a schedule. The scrutineers have provided a report regarding shareholder attendance at the meeting. Based on the preliminary tabulation of proxies received to date, the scrutineers report the quorum is present, and I accept the scrutineer's report and declare that a quorum of shareholders is present. And the scrutineer's report will be incorporated into the minutes of this meeting. As there is a quorum present, as an adequate notice of this meeting has been given, I also declare this meeting to be properly called and duly constituted for the transaction of the business. We will first deal with the formal business to fulfill the legal requirements of this meeting, following which our President and CEO and our Chief Financial Officer, will answer any business questions you may have. I have been advised that we have guests at this meeting other than shareholders and proxy holders. I welcome all guests. However, I would like to remind them that only registered shareholders and proxy holders have the legal right to vote on any resolution and only shareholders can ask questions at the meeting. Before we consider the business meeting, I'd like to comment on the voting procedures to be used at today's meeting. To facilitate the formal business of the meeting, Bill Sauder will propose and Graham Wilson will second the formal motions. At any time during the meeting, registered shareholders who have not already provided voting instructions or appointed a proxyholder that are logged on and wish to vote their shares, may do so by clicking on the Vote Here button on your screen. And proxyholders may also vote now using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. [Operator Instructions] We will respond to questions received on each matter of formal business at the time it comes before the meeting. And questions that are not received by that time or which do not relate to the formal business of the meeting will be addressed in the question-and-answer session following the conclusion of the meeting. Shareholders who wish to ask questions about the company's business, you may do so at any time during the meeting or during the question-and-answer session following the conclusion of the formal business of the meeting. If you have voted your shares prior to the start of the meeting, your vote has been received by the company's scrutineers, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote. We have been advised by Broadridge that based on the proxies already deposited with them, enough votes have been cast to carry each of the motions. As the first item of business, I now table the financial statements of the company for the year-ended December 31, 2020, and the report of the auditors' copies and copies of which were mailed to all registered shareholders and requesting beneficial shareholders prior to this meeting. They can also be accessed on the lower right-hand side of your web portal. It is now in order to proceed with the nomination and election of directors. The number of directors of the company has been fixed to 8. The company did not receive notice of any director nominations in connection with this meeting within the time prescribed by the advanced notice requirements in the company's bylaws. And accordingly, at this meeting, the only persons eligibly nominated for election as directors are the persons nominated by management as sent out -- set out in the management information circular. The shareholders are being asked to elect the directors of the company to serve in the next annual meeting of shareholders or until their successors are elected or appointed or until they otherwise cease to hold office. Information pertaining to each of the nominees for election as director was included in the information circular and each of the nominees set out in the management information circular are currently serving as directors of the company. I will now read the names of the persons nominated as directors as listed in the company's information circular. The names of the persons nominated as directors for the company for the ensuing year are Mr. Rob Brown, Mr. Peter Bull, Ms. Michelle Lewis, Mr. Jim Macaulay, Mr. Lawrence Sauder, Mr. William Sauder, Mr. Rob Taylor and Mr. Graham Wilson. The company has received the written consent of each of these nominees to act as a director of the company. And since there can be no further nominations, I declare the nominations closed. Since the number of nominees is the same as the number of vacancies to be filled, I now ask for someone to move a resolution that the persons nominated for election as directors be elected as directors of the company to hold office until the next annual general meeting. And who will move this motion?

So moved.

Who will second the motion?

I second the motion.

Is there any discussion on this motion? Trevor, did we receive any questions?

Mr. Chair, we will receive no questions.

Thank you. And as a reminder to registered shareholders and proxyholders voting at the meeting to vote on this item of business under Item 1 in the voting section on the right-hand side of the screen, list of the names of the 8 nominees for election as directors listed in the information circular. For each nominee, you may vote for or withhold from voting in respect to that nominee. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the scrutineers that the significant majority of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. I confirm that the 8 Director nominees named in the management information circular has been -- have been elected as directors. The next item of business before the meeting relates to the appointment of auditors of the company. I now ask for someone to move a resolution that KPMG LLP chartered accountants be appointed as auditors for the company for the ensuing year and that the directors be authorized to fix the remuneration to be paid to the auditors. Who will move this motion?

So moved.

Who will second this motion?

I second the motion.

Is there any discussion on this motion? Trevor, have we received any questions?

Mr. Chair, we have received no questions on this matter.

Thank you. As a reminder, registered shareholders and proxyholders voting at the meeting to vote on this item of business under Item #2 in the voting section on the right-hand side of the screen. You may vote for or withhold from voting in respect of this motion. You may not vote for any accounting firm other than KPMG LLP chartered accountants. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. And I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. The next item of business before the meeting relates to the increase in the number of shares issuable pursuant to the long-term incentive plan. I now ask for someone to move an ordinary resolution to increase the number of shares reserved and available for issuance under the company's long-term incentive plan as more particularly set forth in the information circular. Who will move this motion?

So moved.

And who will second this motion?

I second the motion.

Is there any discussion on this motion? Trevor, have we received any questions?

Mr. Chair, we have received no questions.

Thank you. And as a reminder, to registered shareholders and proxyholders voting at the meeting to vote on this item of business under Item #3 in the voting section on the right-hand side of the screen. You may vote for or against on voting in respect of this motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. And I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. The polls are now closed with respect to voting on all of the motions. The final report on voting results provided by the scrutineers after the meeting will be incorporated in the minutes of the meeting. After the meeting, we will also post the final voting results on SEDAR. That concludes the agenda for the formal meeting. And since there are no other matters of business to come before the formal part of the meeting, the meeting is concluded and terminated. I would now like to open the meeting to questions from shareholders. [Operator Instructions] Trevor will read those questions submitted and which relate to the company's business. Trevor, have we received any questions?

Mr. Chair, we have no questions.

In that case, that concludes the agenda for today. I thank you for your attendance and stay safe. Thank you.

Today's meeting has concluded. Thank you for attending. You may now disconnect. Have a great day.