Bird Construction Inc. (BDT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Bird Construction 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 [indiscernible]. If you disclose personal information of another person in today's meeting, you will be deem to represent and warrant to Computershare in the corporation that you first obtain all required consents for the disclosure recording 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 Tess Lofsky. Ms. Lofsky, the floor is yours.

Good afternoon, and thank you for joining us today. My name is Tess Lofsky, and I'm the Corporate Secretary of Bird Construction Inc. We thank you for attending the meeting. I would like to note that Bird is permitted to hold a virtual meeting of its shareholders under the Ontario Business Corporations Act and under our bylaws. Before we begin, we'd like to provide a quick overview of the Computershare virtual meeting platform. You should now see 4 icons at the top right-hand side of your screen, Broadcast, Vote, Q&A and Documents. Click on these icons to access different parts of the platform. For example, if you click on the Documents icon, you'll see the agenda for the meeting. To ask a question at any time, click on the Q&A icon. To vote, click on the Vote icon. During today's meeting, officers and directors of the company may make statements which constitute forward-looking information for the purposes of applicable securities laws. Forward-looking information is not an assurance of future performance and is subject to risk and uncertainty. The actual results, performance or achievements of the company and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking information. The officers and directors have applied certain assumptions and factors in making forward-looking statements. Shareholders should consult the more detailed discussion of assumptions and risk factors relating to the company and its business and the company's most recent annual information form and management discussion and analysis. Forward-looking information is based on the officers and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking information. The company does not undertake to update or supplement any forward-looking information unless required to do so by applicable law. Thank you, and I will now turn it over to our Board Chair, Mr. Paul Raboud.

Good afternoon. I would like to welcome all of our virtual attendees to this year's Annual and Special Meeting of Shareholders. I am pleased you could all join us today. I am Paul Raboud, Chair of the Board of Directors of Bird Construction. I've been fortunate to be associated with Bird for 38 years, and this is the end of my first year of chairing the board. I have had the pleasure of being part of a great success story, leading up to where we are today. Before we begin, I would like to acknowledge 2 Board members retiring from the Board following this meeting. Mr. Greg Doyle and Mr. Ron Munkley. On behalf of the Board and management, I would like to say a few words to acknowledge Greg and Ron's tremendous service and contribution to the Board, beginning with Greg and a little bit about his background. Greg joined Peat Marwick in 1974. He became a partner in 1982 and managing partner of the Winnipeg office in 1985. in 1997, Greg transferred to Poland and served as a Senior Partner of KPMG Polska until his retirement in 2003. He also served as a member of the Board of KPMG Europe. Greg has served on a number of boards, including the Huntington Real Estate Investment Fund, the Winnipeg Airports Authority as well as a long list of not-for-profit borrows. Greg's association with Bird actually began not as a Board member but working on the audit for Bird starting in 1974. He became the audit partner in 1985 and continued in that capacity until 1997. Upon its retirement from KPMG, Greg joined the Bird Board in May 2003. In March of 2006, he took over as the Chair of the Audit Committee and served in that capacity until 2020. Greg has tremendous expertise in the area of accounting and finance and also has a deep understanding of the business of general contracting. He was a strong leader to our Audit Committee and brought a well-informed perspective and strong judgment. Around the boardroom table, Greg has been a model Director. He is always well prepared and brings keen insights, Particularly noteworthy is a selfless team approach. When he makes a point, it is always important and people listen because he has earned that respect. So Greg, on behalf of the Board and management, thank you so much for your service to Bird. The second director that is retiring at this meeting is Mr. Ron Munkley. Ron has had an amazing career. In fact, it's like he's had 3 careers. After graduating from Queens with an Honors degree nine Engineering in 1970, he joined Enbridge Consumers Gas. He was there for 27 years, retiring in 1998 as Chairman, President and Chief Executive Officer. He then began a new chapter as an investment banker. He joined CIBC World Markets in 1998 and retired in 2009 as Vice Chairman and Head of the Power and Utility business. Ron's third career was in corporate governance. He served on the Board of Fortis Inc., where he was Chair of the government's Committee, and he was the lead Director of Greystone Capital Management. Ron joined the Bird Board in 2011. In 2017, he was appointed to the role of Lead Director. Ron has an incredible range of experience and knowledge that he brings to our Board. He has an exceptional operational background rising from an entry-level position to take the top leadership role in an engineering environment. As well, Ron's capital market experience and understanding of mergers and acquisitions has been invaluable to Bird. He's seen so many transactions and have such a deep understanding of markets. He brings knowledge and experience that a company like Bird could not possibly develop organically. Ron has a wisdom, which comes nominally from a breadth of experience that he brings, but one that is based in character and temperament. He's an excellent listener. He's a keen mind and he takes his responsibility seriously. He will always speak off if there's an issue that needs to be addressed. Ron, on behalf of all of us, we can't thank you enough for your contribution to Bird. In recognition of Ron and Greg's service, the company will be making charitable donations in their respective names. In Ron's case, the [ Science Avenue Student Initiatives Fund ], which is scholarship initiative established by Ron's 1970 graduating classroom engineering at Queens University to support students in the faculty. And in Greg's case, the donation will go to the Susan A. Thompson Scholarship for Women in Leadership at the University of Winnipeg. Ron and Greg have both made a tremendous contribution to Bird Construction. And on behalf of the Board, management, employees and shareholders of Bird, thank you so much for your commitment to the company. Let's now begin the official part of the meeting. I would like to call the meeting to order, and I will preside as chair. We have the following matters of business to conduct today. The presentation of the 2021 financial statements, a special resolution to amend the articles of incorporation to increase the maximum number of directors of the company from 10 to 12, the election of 11 directors, the reappointment of KPMG as the company's auditors and any other business that may properly come before this meeting. [Operator Instructions] In order to expedite the formal part of the meeting, certain individuals have been asked to move the formal proposals at the appropriate times. This will allow more time for your questions and comments. Joining me this afternoon are the other director nominees as well as Teri McKibbon, President and CEO of the company and members of the senior management team. Ms. Tess Lofsky, Senior Legal Counsel and Corporate Secretary of the company has agreed to serve as secretary of the meeting and record the proceedings. With the consent of the meeting, I shall ask Kyle Gould of Computershare Trust Company to act as scrutineer of the meeting. A notice calling this meeting of shareholders was published in the Global Mail on February 21, 2022, and filed on SEDAR on March 16, 2022. The notice of the meeting was mailed on March 31, 2022, to all the shareholders of record on the record date of March 11, 2022.

I've been provided with confirmation from Computershare Trust Company of Canada transfer agent of the company, attesting to the due delivery of the notice, form of proxy, voting instruction form and management information circular. The 2021 Annual Report was included in the mailing only to those who opted to receive one.

I direct that a copy of the notice, together with the proof of service be filed by the Secretary with the records of this meeting. The scrutineers' report confirms that a quorum is present at the meeting. I would ask the Secretary to read the report.

There are 26,075,983 shares of the company represented today in person or by proxy, and this represents 48.6% of the total shares outstanding and constitutes a quorum for the meeting.

I now confirm that the meeting is regularly called and properly constituted for the transaction of business. I also direct that a copy of the scrutineers' report on attendance be attached to the minutes of the meeting. I will now turn it over to the Secretary to explain the voting process for this virtual meeting.

Thank you, Mr. Chair. We have received all proxy voting results for today's resolutions in advance of the meeting. Anyone in attendance today who has not yet voted and is not signed in as a guest will have an opportunity to vote online in real time using the Computershare platform. Rather than hold up the business of the meeting for the final tabulation of votes cast on each motion, the chair will declare interim results received from the scrutineer in advance of the meeting on each of the motions presented. The chair has directed that the final combined results of the advanced poll and the votes entered through the virtual platform on all motions today be included with the minutes of the meeting. These results will also be available in the report on voting results posted on SEDAR following the meeting. The polls are now open. Shareholders and duly appointed proxy holders, please click on the vote icon to see the various items of business for today's meeting. You will have from now until the conclusion of the meeting to cast your votes on each of these items. I now turn the meeting over to you, Mr. Chair.

Thank you, Tess. The first item of business is to receive the consolidated financial statements of Bird Construction Inc. for the year ended December 31, 2021, and the auditor's report thereon. The 2021 annual report was mailed to each registered shareholder who opted to receive a copy. Printed copies of the annual report may be requested by contacting the company. Included in the annual report are the consolidated financial statements, the auditor's report of KPMG LLP and management's discussion and analysis, the auditors have issued an unqualified report. If there are any questions concerning the financial statements, I would suggest that they be raised during the question period. The next item of business is a special resolution, which has 2 parts: a, authorizing an amendment to the articles of the company to increase the maximum number of directors from 10 to 12; and b, authorizing the directors to increase by resolution of the Board passed from time to time the number of directors by up to 1/3 of the number of directors elected at the last meeting of shareholders up to the maximum number of directors set out in the articles. The full text of the special resolution can be found in Appendix A of the management information circular. The increase in the maximum number of directors is intended to facilitate Board renewal, and allow for a period of overlap in continuity as existing directors retired from the Board and new directors join the Board.

My name is Charles Caza. And as shareholder of the company, I move to special Resolution A authorizing an amendment for the articles of the company to increase the maximum number of directors from 10 to 12. And b, authorizing the directors to increase by resolution of the Board passed from time to time the number of directors by up to 1/3 of the number of directors elected at the last meeting of shareholders and up to the maximum number of directors as set out in the articles.

My name is Wayne Gingrich. And as a shareholder of the company, I second the motion.

Is there any discussion of the motion? If you have not already done so, you may now vote on the special resolution. [Voting]

There are no questions at this time.

Let's proceed to the scrutineer's report. I have received the preliminary scrutineer's report. According to the report, I declare the motion carried. The next item of business is the election of directors of the company. The management information circular lists the company's director nominees. In accordance with the company bylaws, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. As no such nominations were received by the company, there are no further nominees eligible to stand for election today. Accordingly, I now declare the nominations closed. A motion to elect 11 directors as described in the management information circular is now in order.

I, Wayne Gingrich, move the election of the following: Mr. J. Richard Bird, Ms. Karyn A. Brooks, Mr. Paul A. Charette, Ms. Bonnie D. DuPont, Mr. Jay Kim Fennell, Ms. Jennifer F. Koury, Mr. Terrance L. McKibbon, Mr. Gary Merasty, Mr. Luc J. Messier, Mr. Paul R. Raboud, and Mr. Arni C. Thorsteinson as directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.

I, Charles Caza, second the motion.

Thank you, Wayne and Charles. Are there any questions on the election of directors? If you have not already done so, you may now vote for the election of directors. [Voting]

There are no questions at this time.

Let's proceed to the scrutineer's report. I have received a preliminary scrutineer's report on voting for the election of directors. The report indicates that Mr. J. Richard Bird, Ms. Karyn A. Brooks, Mr. Paul A. Charette, Ms. Bonnie D. DuPont, Mr. Jay Kim Fennell, Ms. Jennifer F. Koury, Mr. Terrance L. McKibbon, Mr. Gary Merasty, Mr. Luc J. Messier, Mr. Paul R. Raboud, and Mr. Arni C. Thorsteinson have been elected as directors by the shareholders, and that each nominee received more than the majority of the votes cast at today's meeting. These persons will constitute the Board of Directors of the company until the next Annual Meeting of the Shareholders or until successors are elected or appointed. I direct that a copy of the scrutineers' report on voting be indexed to the minutes of this meeting. The next item of business is the appointment of auditors. I believe Mr. Wayne Gingrich, has a resolution in this regard.

I, Wayne Gingrich, move that the firm, KPMG LLP, be appointed auditors of the company until the next annual meeting at remuneration to be fixed by the directors. The directors being hereby authorized to fix such remuneration.

I, Charles Caza, second the motion.

Is there any discussion of the motion? If you've not already done so, you may now vote for the election of auditors. [Voting]

There are no questions at this time.

Let's proceed to the scrutineer's report. According to the report, I declare the motion carried. This is the 1-minute warning prior to polls being closed. If you are participating in the meeting through the virtual platform, please ensure that your votes are recorded. And while we pause for a minute for people to vote, I would take the opportunity on behalf of the Board to acknowledge and thank the management team and all the employees of the company for their tremendous efforts over the last year. The performance of the company in 2021 has been excellent. We generated strong financial results, delivered excellent service to our customers. And most importantly, we operated safely. All of this was done with the overlay of a once-in-a-lifetime pandemic and all the stress, risk and logistical and supply chain issues that created. So congratulations to all of you. I think everyone has had sufficient time to vote. I now declare the voting closed for all items of business. The scrutineers have completed their final tabulation of votes cast and have reported the combined results of the advanced poll and the votes entered through the virtual platform on all motions today. I declare that all motions have passed. A report on all matters voted on at this meeting will be filed on SEDAR. If there are no further business -- if there is no further business to be brought before this meeting, I shall ask Wayne Gingrich, for his motion to terminate the meeting before we proceed to a question-and-answer period.

I move that the meeting be terminated.

I second the motion.

Any objections? I declare the motion carried and the formal business of the meeting terminated. The meeting is now open for questions.

There are no questions at this time.

Seeing no questions, we will wrap it up for today. So thank you so much for joining us.

This concludes the meeting. You may now disconnect.