Avante Corp. (XX) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by and welcome to the Avante Logixx Inc. Annual Meeting of Shareholders. I would now like to hand the conference over to your speaker today, Sam Duboc, Chair of the Board. Thank you. Please go ahead, sir.

Thank you and good morning, ladies and gentlemen. It's now just after 10:30 a.m., and I will be calling the meeting to order. My name is Sam Duboc, and I'm chair of the Board of Directors of Avante Logixx Inc. I'm pleased that we're able to connect with so many of you today despite the extraordinary situation that we're facing with COVID-19. Although this year, we are unable to meet in person, our goal here today is to ensure that our registered shareholders and proxy holders are able to participate in this virtual meeting of shareholders, much like they would have been in prior years at our in-person meetings. To help with the flow of the meeting, I'd like to take a few minutes to explain some of the procedural considerations that arise from today's virtual meeting. We're using the Lumi Virtual Meeting platform to host this annual meeting. The platform is accessible to all our shareholders as well as guests, regardless of physical location, and allows registered holders and duly appointed proxy holders to participate, submit questions, and vote upon matters before us today. I encourage all registered shareholders and proxy holders to submit your questions as early as possible so that we may address them in the proper time. If you have a question, click on the message icon, and type your message within the chat box at the bottom of the messaging screen. Please read the instructions in the text box before submitting your questions. In particular, please identify whether your question relates to a motion being considered as part of the formal business of today's meeting or whether the question is more general in nature. We'll try to address questions that directly relate to the particular motion at the appropriate time of the meeting, and we'll save the general questions for management of the corporation to address following the formal business of the meeting. As always, your question must relate to the business and affairs of the corporation and not be of a personal nature. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting once voting has opened. The resolutions and voting choices will be displayed. To vote, simply select your voting direction from the option shown on the screen. Voting will be open -- excuse me. Please note that if you're appointed a proxy holder and do not wish to change your voting instructions, then you do not need to say anything. Your proxy holder will cast your vote for you as you've been instructed. I'll note also that voting will be open throughout the formal portion of the meeting, and you may vote at any time on any matter until the last item of business has been put to a vote and I've declared the voting closed. If you have appointed a proxy holder, and you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. We have the following 5 matters of business to consider at the meeting: to receive the audited consolidated financial statements of the corporation for the fiscal year ending March 31, 2020; to elect and hold -- to elect directors to hold office until the next annual meeting of shareholders; to reappoint RSM Canada LLP as the corporation's auditors; to consider the ratification of the corporation's stock option plan; and the consideration of an advisory shareholder proposal. All such businesses further set out in the management information circular provided to shareholders and available on SEDAR. I now call the meeting to order. I will preside as Chair of the meeting; and Mr. Scott Goodman, the Chief People and Legal Officer of the corporation, will act as Secretary of the meeting. I now also appoint Rosa Garofalo, the representative of the TSX Trust Company, as the scrutineer of the meeting. The scrutineer will report on the number of shareholders present in person, the number of shares represented by person or proxy, and the votes cast in connection with the business of the meeting. The notice calling this meeting, a form of proxy, the management information circular and other supplemental meeting materials have been posted on SEDAR and were made available to shareholders on August 17, 2020, to the applicable shareholders of record of July 31, 2020, as well as to the auditors and directors of the corporation in accordance with applicable law. The confirmation of mailing is available on SEDAR for inspection by any shareholder. I ask the secretary to file a copy of such confirmation with the minutes of today's meeting. I've been advised by the secretary that a quorum for this meeting has been attained. I would also note that in applicable law and the bylaws of the corporation, Avante Logixx is permitted to hold this meeting by electronic means that we are using today. There being a quorum present and proof that this meeting has been called in the corporation -- in accordance with the corporation's bylaws and Business Corporation Act of Ontario, I now declare that the meeting is regularly called and properly constituted for the transaction of business. I would also ask that the secretary file a copy of the scrutineer's report with the minutes of today's meetings. In order to make the best use of our time today in light of certain restrictions that this virtual meeting requires, certain shareholders or proxy holders have been asked to move and second motions on the agenda. I'll call on them at the appropriate time. All votes will be conducted by way of online ballot. As I previously mentioned, the online ballot will be open to all resolutions at the same time. This will allow you choose to vote on each resolution and to change your vote upon the point -- change your vote up until the point where voting on all resolutions has been declared closed by me near the end of the meeting. I now declare that the online ballots open for voting on all resolutions. [Voting]

The first item of business is the presentation of the corporation's annual consolidated financial statements and auditors' report thereon. These financial statements were previously posted on SEDAR and have been mailed to those shareholders who requested to receive them. Unless there is a request to have the audit report read, we will continue with the next item of business. We will now proceed with the election of 5 directors for the ensuing year. The nominees, as disclosed in the management information circular, is as follows: Craig Campbell, Samuel Duboc, Joseph Leeder, Stewart Lyons and Carol Osler. There being no other valid nominations, I declare that the nominations are closed and now ask for a motion that 5 nominated individuals be elected as directors of the corporation until the close of the next annual meeting of shareholders.

Mr. Chair, my name is Stephen Rotz, and I'm a shareholder of the corporation. I hereby move that each of Craig Campbell, Samuel L. Duboc, Joseph Leeder, Stewart Lyons and Carol Osler be elected as Directors of the corporation until the close of the next annual meeting of shareholders or until their successors are elected or appointed.

Thank you, Mr. Rotz. Would Mr. Henley second this motion?

Mr. Chair, my name is Marc Henley, and I'm a shareholder of the corporation. I hereby second the motion.

Thank you, Mr. Henley. We will have a vote by online ballot on this matter. Each shareholder or proxy holder should record his or her vote in respect to the election of directors by selecting the names of each person for whom you wish to vote.

No questions.

If there are no further questions, please cast your votes now. [Voting]

The next item of business is the appointment of the auditors of the corporation. I would now ask for a motion for the appointment of the auditors and authorizing the directors to fix their remuneration.

Mr. Chair, this is Stephen Rotz, and I hereby move that RSM Canada LLP Chartered Accountants be reappointed as the auditors of the corporation for the ensuing year to serve at such remuneration as may be fixed by the Board of Directors.

Thank you, Mr. Rotz. Will Mr. Henley second the motion?

Mr. Chair, this is Marc Henley. I hereby second the motion.

Thank you, Mr. Henley. We'll have a vote by online ballot on this matter. Each shareholder or proxy holder should record his or her vote in respect to the appointment of auditors by selecting whether the vote is in favor or against. If there are no further questions, please cast your votes now. [Voting]