AutoCanada Inc. (ACQ) Earnings Call Transcript & Summary

Hello, and welcome to the Annual and Special Meeting of Shareholders of AutoCanada Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording and transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Antony, the Chairman of the company, Mr. Antony, the floor is yours.

Good afternoon, and welcome to the Annual and Special Meeting of Shareholders of AutoCanada. My name is Paul Antony. I'm the Chairman of the company and will be chairing the meeting of shareholders today. This meeting is being held virtually via live webcast. We've established the following rules to have any orderly meeting. Number one, questions in respect of a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note, there will be a slight delay in the publication of the communications received. Number two, questions will generally appear shortly after they're submitted, but they will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters are directly related to the motions before the meeting may be addressed during the meeting. Number three, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of financial statements. And number four, when you're asked to vote, you'll receive a message on the virtual interface requesting you to register your votes. You only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting to expedite the formal part of the meeting. I'll move and second all motions. I now ask that the Annual Meeting of the Shareholders of the company come to order. I appoint Cynthia Hill, Senior Associate, General Counsel of the company, as Secretary of the meeting. For the purpose of this meeting, I appoint Computershare Trust Company of Canada through its representatives of scrutineers to compute the votes of any polls taken at the meeting and to report therein to me. The purposes of today's meeting are set out in the management information circular of the company dated March 25, 2022. The notice calling this meeting, the management information circular and the form of the proxy were mailed to shareholders on April 5, 2022. Unless there is any objections, I will dispense with the reading of the notice of meeting. Copies of management information circular and other meeting materials are available under the company's profile on the SEDAR website. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of the notice calling this meeting. There has been, filed with me, proof of service of such mailing provided by Computershare. I direct that a copy of such proof of service be attached to the minutes of this meeting as a schedule. I have been advised there are more than 2 persons representing more than 5% of the outstanding voting shares of the company present. And therefore, a quorum of shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be attached to the minutes of this meeting as a schedule. As the first item of business on the agenda for today's meeting, I present to the meeting the audited consolidated financial -- consolidated financial statements of the company for the fiscal period ended December 31, 2021, together with the auditor's report to the shareholders thereon. Copies of such documents are available on our website and on SEDAR, and it is not proposed to read them to the meeting. Before proceeding to the next 3 items business, I'd like to describe the voting procedures. Voting today will be conducted by electronic ballot. I ask that Computershare now open the balloting to registered holders and duly appointed proxy holders. The polls are open. And at this point, all registered holders and duly appointed proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the For or Withhold buttons next to the name of each proposed director, and the For or Against button next to the resolutions with respect to the appointment of PricewaterhouseCoopers as the company's auditors and the approval of stock option plan. I will now describe these 3 items in more detail. The next item of business is the election of directors. The 7 directors to be elected by the shareholders of the company will hold office until the close of business of the first Annual Meeting of Shareholders of the company following election or until their successors are elected or appointed. Dennis DesRosiers, Rhonda English, Stephen Green, Barry James, Lee Matheson, Elias Olmeta, and I, Paul Antony, have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as director. I move and second the motion to elect the directors. The next item of business is the appointment of the auditors of the company for the ensuing year, and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers as the auditor of the company. I move and second that PricewaterhouseCoopers LLC be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix the remuneration. The final item of business is the approval of unallocated stock options under the stock option plan of the company as more particularly described in the management information circular. I move and second that the unallocated options under the stock option plan of the company be approved. We will provide registered shareholders and duly appointed proxy holders a few more moments to complete the electronic ballots. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. [Voting]

Computershare, please close the polls. Electronic balloting is now closed. I'd ask that the scrutineer compile the report regarding the results of voting on all matters. I have been advised by the scrutineers that based on preliminary results, ballots and proxies deposited for the meeting have been voted in favor of the resolution. Each of the 7 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. The appointment of PricewaterhouseCoopers LLP as the auditor of the company has been approved, and the Board of Directors of the company has been authorized to fix their remuneration. And the unallocated stock options under the stock option plan of the company has been approved. I direct the results be included with the minutes of this meeting and be announced in a press release in accordance with the policies of the TSX and filed on SEDAR. The formal items of business as set out in the notice of this meeting have now been dealt with. I move and second that this meeting now terminate. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. I'll now pass it over to Mike Borys, our Chief Financial Officer, to moderate the question-and-answer portion of the meeting.

Thanks, Paul. I ask that all attendees who would like to ask a question use the instant messaging feature of the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. We will now give attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such question, and if applicable, the entity such person represents.

Mike, it's Cynthia here. Just monitoring the questions. Why don't we give people just a minute or 2. So far, there are no questions, but why don't we give another 2 minutes to see if any questions come through.

Great. Thank you.

Mike, I'm still seeing no questions here. So why don't we give people another minute and I'll come back on and let you know if there's any questions.

Okay. Thank you.

Mike, it's Cynthia. We have no questions. So there's no questions here so I suggest we terminate the meeting.

Great. Thank you, Cynthia. So as there are no questions, that concludes the Q&A period. Thank you for joining the Annual and Special Meeting today.

This concludes the meeting. You may now disconnect.