Algonquin Power & Utilities Corp. (AQN) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Annual Meeting of the Common Shareholders of Algonquin Power & Utilities Corp. My name is Randy Laney, and I'm the Chair of the Algonquin Board of Directors. Joining me today are Rod West, Chief Executive Officer; Robert Stefani, Chief Financial Officer; and Ryan Elger, Corporate Secretary. Before beginning the formal session of the meeting, I would like to take a moment to thank and recognize the other -- the contributions of the other directors of Algonquin, Brett Carter, Chair of Human Resources and Compensation Committee; Amee Chande, Chair of the Risk Committee; David Levenson; Chris Lopez; Gavin Molinelli; Dilek Samil, Chair of the Audit and Finance Committee; DeAnn Walker; and Rod West, the CEO of the corporation. On behalf of Algonquin's shareholders, I'd like to thank each of these directors for their commitment and dedicated service to the corporation. Chris Huskilson, former CEO of the corporation, retired from the Board in November of '25 after 5 years of service in his most recent term. And Dan Goldberg, Chair of the Corporate Governance, is not standing for reelection and retiring from the Board after 4 years of service. We want to thank each of them for their valuable contributions to the Board over the years, and we wish them the very best. I'd now like to address a few procedural matters. Given the virtual format of today's meeting, we would request that registered shareholders and duly appointed proxy holders would have specific questions -- who have a specific question on a formal item of business, make such written submissions now, clearly identifying the applicable items of formal business. Such submissions will be addressed prior to the voting on the applicable motions. Registered shareholders and duly appointed proxy holders can submit questions by clicking on the question icon on the left menu if you're on a web browser or on the bottom menu if you're on a mobile browser and then typing in and submitting questions. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time during the meeting. Following the formal business of the meeting, there will be a general question-and-answer period conducted by Rod West and Rob Stefani. If you are attending as a guest, you may not only submit questions during the question period following the formal business of the meeting. We will do our best to ensure that all shareholder questions are addressed at the conclusion of the meeting. But if for any reason, we are unable to do so during the meeting, we will endeavor to follow up with the shareholder after the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting and you accept the terms and conditions of the meeting, you'll be provided the opportunity to vote by online ballot. If you've already voted by proxy and you vote again by online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. Accordingly, if you've already voted by proxy and do not wish to vote -- to revoke your previously submitted proxy, please do not vote again during the online balloting period. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the applicable voting choice displayed on your screen. Once discussions have concluded on all items of business, we will provide a few additional moments to enter your votes. I will then declare the voting closed on all matters of business. The results of the votes on each matter will be announced prior to the closing of the meeting. During today's meeting or the question-and-answer period that follows, representatives of the corporation may make forward-looking statements. These forward-looking statements are neither promises nor guarantees of the corporation's future performance and are subject to risks and uncertainties that may cause the actual results, performance or achievements of the corporation or developments in the corporation's business or industry to differ materially from those anticipated by such forward-looking statements. Certain material factors and assumptions were applied in drawing these conclusions and making the forecasts and projections reflected in the forward-looking statements. Additional information about the material factors that could cause actual results to differ materially from those anticipated by the forward-looking statements and the material factors and assumptions applied in connection with such forward-looking statements can be found in the corporation's most recent annual information form and management's discussion and analysis, which is available on SEDAR and EDGAR. I'll now call the meeting to order. In accordance with the corporation's bylaws, I will chair the meeting, and Ryan Elger will act as Secretary. I appoint representatives of TSX Trust Company, the corporation's transfer agent, to act as scrutineers for the meeting. Based on the scrutineer's report, report proxies were received from the holders of a sufficient number of common shareholders to constitute a quorum. Accordingly, I declare that the meeting is properly constituted for the transaction of business. I now declare the online voting polls open on all items of business. Further to an exemption obtained by the corporation of the Canada Business Corporation Act, the corporation used notice and access to send the notice of meeting and other requisite meeting materials to each intermediary and registered holder of common shares to close at the close of business on May 19, 2026, the record date for this meeting. Materials have been provided to each of the directors and the corporate auditors. I direct the confirmation of delivery of the notice of meeting and the scrutineers' complete report on attendance be annexed to the meeting -- to the minutes of this meeting. In addition, copies of the annual report containing the audited financial statements of the corporation for the year ended December 31, 2025, have been sent to the shareholders of the corporation who requested them. Accordingly, with the consent of the meeting, I will dispense with reading the notice of meeting. The first item of business is the presentation of the corporation's audited financial statements for the year ended December 31, 2025, and the auditor's report thereon. I direct that the financial statement and the auditor's report be annexed to the minutes of the meeting. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is the reappointment of the auditor of the corporation. May I have a motion that Ernst & Young LLP be reappointed as the auditor of the corporation until the end of the next Annual Meeting of the Shareholders or until a successor is duly appointed.

My name is Jane Tran, and I so move.

Would anyone care to second the motion?

My name is Jennifer Tindale, and I second the motion.

Thank you. In order to be carried, the motion must be passed by a majority of votes cast. At this time, we would ask the moderator to please advise of any questions that have been received in this matter.

I confirm that there are no questions relevant to the immediate matter at hand.

And we will now proceed to vote by online ballot. As previously noted, if you have already voted by proxy and you vote again by online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, please do not vote again during the online ballot. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting option. I will announce the results of the vote at the conclusion of the meeting. [Voting]

We'll now proceed with the election of directors. The corporation's articles provide that the Board of Directors determine from time to time the number of directors within the minimum and maximum numbers provided for in the articles. The Board has determined the number of directors to be elected at this meeting is 9. As described in the management information circular, the Canada Business Corporations Act specifies a majority voting standard for the election of directors. This means that in order to be elected, each nominee must receive more votes for his or her election than votes against. I would like to call on Jennifer Tindale to nominate the directors.

I nominate the individuals named in the management information circular to stand for election as directors of the corporation, namely: Brett Carter, Amee Chande, D. Randall Laney, David Levenson, Christopher Lopez, Gavin Molinelli, Dilek Samil, DeAnn Walker and Roderick West.

Thank you, Jennifer. Particulars of these 9 nominees are set out in the management information circular. In the absence of instructions to the contrary, management proxies will be voted in favor of these nominees, each of whom has accepted his or her nomination. If elected, these nominees will hold office until the end of the next Annual Meeting of the Shareholders or until their successors are duly elected or appointed. Pursuant to our advanced notice bylaw, since there have been no director nominations put forward other than the directors nominated on behalf of the management and set out in the management information circular, I declare the nominations closed. May I have a motion for the election of the 9 persons nominated as directors?

My name is Jane Tran, and I so move.

Would anyone care to second the motion?

My name is Ryan Elger, and I second the motion.

Thank you. At this time, we would ask the moderator to please advise of any questions that have been received on this matter.

I confirm that there are no questions relevant to the immediate matter at hand.

Thank you. We will now proceed to vote by online ballot. Voting is for each individual nominee. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results of the vote at the conclusion of the meeting. [Voting]

The next item of business is the amendment of the corporation's share unit plan. The full text of the share unit plan as is intended to be amended is set out in Schedule C to the management information circular and the resolution set out on Page 18. May I have a motion that the resolution set out on Page 18 of the management information circular approving the amendment of the shareholder unit plan be approved.

My name is Jane Tran, and I so move.

Would anyone care to second the motion?

My name is Jennifer Tindale, and I second the motion.

Thank you. In order to be carried, the motion must be passed by a majority of the votes cast. At this time, we'd like to ask the moderator to please advise of any questions that have been received on this matter.

I confirm that there are no questions related to the matter at hand.

Thank you. We'll now proceed to vote by online ballot. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results at the conclusion of the meeting. [Voting]

The final item of formal business on the agenda is the advisory vote on the approach to executive compensation. The text of the advisory resolution is set out on Page 18 of the management information circular and a simple majority of the votes is required for its approval. Although the results of an advisory resolution are not binding on the Board of Directors, the Board will take the results into account together with other feedback from shareholders in considering the approach to executive compensation in the future. May I have a motion that the advisory resolution on the approach to executive compensation contained on Page 18 of the management information circular be approved.

My name is Jane Tran, and I so move.

Thank you. Would anyone like to second the motion?

My name is Jennifer Tindale, and I second the motion.

Thank you. At this time, we'd ask the moderator to please advise of any questions that have been received on this matter.

I confirm that there are no questions relevant to the immediate matter at hand.

Okay. We will now proceed to vote by online ballot. Registered shareholders and duly appointed proxy holders can choose to vote by online ballot now by selecting the applicable voting options. I will announce the results of the vote at the conclusion of the meeting. [Voting]

It is now 10:14 -- or no, excuse me, 11:14 Eastern Time zone. The online ballots on all items will close in 1 minute to the current time. For those of you who have not voted yet -- yet voted on all the items of business, please do so now. As previously noted, if you have already voted by proxy and do not wish to vote or revoke your previously submitted proxy, please do not vote again during the online ballot. We'll now take a short break while the polls close and the results are tabulated by the scrutineers. [Voting]

I can now confirm the online ballots are now closed, and the scrutineers have tabulated the results. I'm pleased to announce that the scrutineers have reported that all matters put to ballot have been passed with the requisite shareholder approval. Accordingly, I declare that Ernst & Young LLP have been reappointed auditors of the corporation. Each of the 9 nominees to the Board of Directors has been elected. The amendment of the share unit plan has been approved and the advisory resolution to the approach to executive compensation was passed. The corporation will file a report disclosing the voting results on each item of business on SEDAR and EDGAR following the meeting. As there is no formal business that may properly be brought before the meeting, this concludes the formal part of the meeting. Thank you for attending, and I now declare the meeting terminated. There will now be a general question-and-answer period conducted by Rod West and management.

Thank you, Randy. We would now like to invite questions from meeting attendees. Rest assured, we will not be attempting to limit or filter legitimate questions, and we'll do our best to address all relevant issues raised. As previously noted, to the extent we are unable to respond to a submitted question, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the question icon on the left-hand menu, if you're on a web browser or on the bottom menu if you're on a mobile browser and then type in and submit your question. There are no questions before us.

Okay. Thank you, Rod. On behalf of the Board and the management of the corporation, I'd like to thank all of our shareholders as well as others who have joined us today for the attendance at the meeting and the ongoing support. Thank you, and have a good day.