Allied Properties Real Estate Investment Trust (APUN) Earnings Call Transcript & Summary

Hello, and welcome to Allied Properties REIT Annual and Special Meeting of Unitholders 2020. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Gordon Cunningham, Chairman of the Trustees. Mr. Cunningham, the floor is yours.

Great. Thank you very much. Well, good afternoon, everyone. It's now a little bit after 2, and our meeting will come to order. My name is Gordon Cunningham, and I'm Chair of Allied's Board of Trustees. It's certainly my pleasure to welcome all of you to our virtual annual and special meeting. In accordance with our declaration of trust, I'm going to act as Chair of the meeting, and Cecilia Williams, our Chief Financial Officer, will act as secretary. Before going through our business, I'd just like to take a moment on behalf of the trustees to express our deepest gratitude to all of the frontline men and women of Allied, who have continued to discharge their duties in keeping our buildings and tenants safe in these very, very difficult times. Each of you has done this that increased risk to yourselves and to your families, and we are very, very grateful. So with us today, virtually, are all of our trustees: Michael Emory, Lois Cormack, Jim Griffiths, Margaret Nelligan, Peter Sharpe and Gerry Connor. Also with us is Stephen Sender, a long-term friend of Allied, who is standing for election as a new trustee; Tom Burns, our Executive Vice President and Chief Operating Officer; Cecilia Williams, our Executive Vice President and Chief Financial Officer; and Hugh Clark, our Executive Vice President, Development. With the consent of the meeting, I will appoint Cindy Harrett and Lori Grinton of AST Trust Company as scrutineers. Not acting as a scrutineer today is Radha Mulchan-Singh, who I think has been a scrutineer at every annual meeting since our inception as a publicly traded REIT. And I must say, we're going to miss her. The notice calling this meeting was mailed to all unitholders of record as of the close of business on March 30, 2020. I have received proof of service of such notice and ask that a copy of the notice and proof of service be annexed to the minutes of this meeting as a schedule. Allied's declaration of trust provides that a quorum of unitholders consists of not less than 2 unitholders present in person or represented by proxy, holding not less than 25% of the outstanding units. I've been advised by our scrutineers that we have received proxies from 66 unitholders, holding 98,488,666 units, which represents 80% of our issued and outstanding units. A quorum of unitholders is, therefore, present. Let's turn to the formal business of the meeting. The business of this meeting is described in the management information circular dated April 14, 2020, which accompanied the notice of this meeting. I'll take the Notice of Meeting as read. Today, we will conduct voting on all matters to be considered at the meeting by ballot through the facilities of this webcast. Every unitholder and duly appointed proxy holder has 1 vote in respect of each unit entitled to be voted on by that unitholder or a proxy holder. The poll will be open for all resolutions at the same time. This is going to allow you to vote on each resolution immediately or wait until the conclusion of the discussion on a particular resolution prior to casting your vote. Please ensure you scroll down on your screen to be able to see and vote on all resolutions. If you've already voted or deposited a proxy or voting instruction form, there is no need to vote again. There'll be an opportunity to ask questions on each resolution in turn and at the end of the resolution discussion. Questions, comments or any objections may be provided by unitholders or their duly appointed proxies to the question box identified by the message icon on the top-right portion of your screen. Those unitholders who have entered the online meeting platform as guests can also submit questions to the message icon. Mike Emory will read the questions allowed and either I or a member of the management team will respond. Once discussion on all items of business has concluded, I will give you a few minutes to enter your votes before the voting closes on all resolutions. So now let's run through the agenda -- each of the items on the agenda. And I now declare the polls open on all resolutions. The first item of business is the tabling of the financial statements for the year ended December 31, 2019, and the auditor's report thereon, which I have asked be done. You can obtain a copy of the financial statements and auditor's report on our website. It is now in order to proceed with the election of 8 trustees. As set forth in our circular, the Board of Trustees has adopted a majority voting policy for trustees, which provides that if a trustee receives more withheld votes than 4 votes at the meeting, the Governance, Compensation and Nomination Committee will review the results and if deemed appropriate, may recommend to the Board that it requests the resignation of that trustee. Only persons who have been nominated in accordance with the procedures set out in the declaration of trust are eligible for election as trustees. Our information circular contains the names of management's 8 nominees. No other nominations for election of the Board were received. And accordingly, the only persons eligible to be nominated at this meeting for election as trustees are: Gerry Connor, Lois Cormack, Gordon Cunningham, Michael Emory, Jim Griffiths, Margaret Nelligan, Stephen Sender and Peter Sharpe. I move that each of the persons nominated as trustees of Allied be elected to hold office for the ensuing year or until their successors are elected or appointed. Are there any questions?

Mr. Chairman, it's Michael Emory speaking. There are no questions at this time.

Okay, then, could you please cast your votes on this resolution? If you've already voted, as I've said before, prior to the meeting, there is no need to vote again. The next item of business is the appointment of the auditor for the ensuing year. I move that Deloitte LLP, Chartered Professional Accountants be appointed as auditor of Allied to hold office until the next Annual Meeting of Unitholders and the Board of Trustees are authorized to fix their remuneration. Michael, are there any questions?

Mr. Chairman, there are no questions at this time.

Good. Then let's now proceed to approve the advisory resolution on Allied's approach to executive compensation. As described in the information -- as is described in the information circular. The purpose of this advisory resolution is to provide for appropriate trustee accountability to unitholders for the Board's compensation decisions by giving unitholders a formal opportunity to provide their views on Allied's executive compensation program. Unitholders are being asked to accept the approach to executive compensation as is discussed in the management information circular. Are there any questions? Michael?

Mr. Chairman, there are no questions at this time.

Good. Okay. We shall now proceed to vote on the resolution. I move that the advisory resolution on Allied's approach to executive compensation as set out in full in the management information circular be approved. I'd ask you to cast your votes if you have not already done so. Okay. For those who have not voted on all of the resolutions, please do so now as the polls on all resolutions will be closing momentarily. I'll give you a few seconds to do that. [Voting]

Okay. The polls are now closed. Based on proxies received and votes cast at the meeting, I declare each nominee for election as trustee is elected as a trustee of Allied to hold office for the ensuing year or until his or her successor is elected or appointed. And I declare each of the other motions carried. A press release disclosing the voting results will be disseminated in due course and will be available on Allied's website and on SEDAR. Given the format of today's meeting and under the circumstances, there will be no formal presentation following our meeting, but we're more than happy to entertain any questions that you may have. I now declare the formal business of the meeting concluded but open the floor for questions. Are there any questions?

Mr. Chairman, there were 3 process questions about the virtual meeting itself, which I assume have been answered by the operators. There are no questions at the moment about Allied or its affairs.

Good. Okay. Well, that concludes our meeting this year. The circumstances are much different than we've seen in the previous annual meetings that we've had. I wish all on the phone my best wishes to stay healthy and happy, and we'll see you -- wait, before that, we will see you at the meeting next year. Thank you very much. Goodbye.

This concludes the meeting. You may now disconnect.