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. [Operator Instructions] It is now my pleasure to turn today's meeting over to Daniel Sterescu, Vice President, Legal, Industrial and Employment and Labor of Bird Construction Inc. The floor is yours.

Good afternoon. Thank you for joining us today. My name is Daniel Sterescu, and I am the Vice President, Legal, Industrial and Employment and Labor 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, I would like to provide a quick overview of the Computershare virtual meeting platform. You should now see 4 tabs at the top right-hand side of your screen, Broadcast, Vote, Q&A and Documents. Click on these tabs to access different parts of the platform. For example, if you click on the Documents tab, you will see the agenda for the meeting. To ask a question at any time, click on the Q&A tab. To vote, click on the Vote tab. 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 in 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 meeting of holders. I'm 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 39 years, and this is the end of my second year of chairing the Board. I've had the pleasure of being a part of a great success story leading up to where we are today. Before we begin, I would like to acknowledge one Board member that will be retiring from the Board following this meeting, Mr. Paul Charette. Today marked the final Board meeting for a man that has been a stalwart of Bird Construction for close to 5 decades. Paul Charette has played a pivotal role in the company's growth and success, serving as both CEO and Chairman. His contributions to Bird Construction and to the construction industry overall are immeasurable, and he leaves a legacy that will continue to inspire us for years to come. We are grateful for the time we have spent working alongside Paul and honored to have been part of his journey. Today, we acknowledge his accomplishments and express our appreciation to a good friend and mentor. Paul's career with Bird has spanned over 47 years. Paul graduated from Red River College in Winnipeg with a diploma in civil engineering technology in 1967 and then computer programming in 1968. He began his career in the engineering field working for Crippen Acres Consulting for 9 years. He joined Bird Construction in Regina as a project coordinator in 1976 and moved through the roles of Project Manager, Assistant Area Manager and President and CEO of the company, culminating his career in 2001 by becoming Chair of the Board. In 2021, he stepped down as Chair and has continued to serve as an independent director until today. Paul is a leader, and under his leadership, the company grew from an annual volume of $90 million in 1988 to over $2.2 billion in 2021. During the period when Paul was CEO, the company was consistently ranked at the top of public companies for the return on equity generated. Over this time, he also led a significant transfer of equity ownership from the Bird family to the senior management of the company. Under Paul's leadership, the scope of the company was completely transformed. When he started as President, Bird was primarily involved in commercial and retail construction as well as government buildings. Today, our scope includes these kinds of projects as well as heavy industrial work in the energy and mining sectors, including large maintenance contracts, Earthworks, self-perform civil works, mechanical and electrical services, high-rise residential, nuclear, rail and transportation work to list only some of the services we perform. Bird today has over 4,600 employees. Paul's leadership has extended beyond Bird into the construction industry. He was Chair of the Ontario General Contractors Association, Chair of the Toronto Construction Association Advisory Committee and was Chair of the Canadian Construction Association in 2009. Paul and his wife Gerri care about their community and demonstrate this caring through their philanthropy. As a young person, Paul benefited from a small scholarship that enabled him to attend Red River College. Without impetus, Paul and Gerri have made significant contributions to colleges across Canada. They have funded scholarship programs and research chairs and numerous institutions benefiting young people and their futures. Many of these institutions have celebrated Paul with honorary degrees or diplomas. Paul served as a Director of Junior Achievement in Bridgepoint Hospital. He has been a Director of Colleges and Institutes Canada and he was Chair of the Employee's Coalition for Advanced Skills (sic) [ Employer's Coalition for Advanced Skills ]. He has served as a Director of Sheridan Institute of Technology & Advanced Learning and Niagara College. Paul's contribution to the construction industry have been recognized numerous times. In 2001, he received the Ontario General Contractors Chairman's Award of Recognition. In 2006, he received the Canadian Construction Association's General Contractors Award of Excellence, and in 2013, the Toronto Construction Association's Donald P. Giffin Construction Industry Achievement Award. In 2004, he was named the Ontario Entrepreneur of the Year in Real Estate Construction by Ernst & Young. And in 2010, he was named the Canadian Construction Association's Person of the Year. His accolades has brought him and the Bird organization recognition and a reputation for excellence. As a company, Bird has long been known for its commitment to honesty and integrity, and Paul Charette has unwaveringly lived these values throughout his career. He has been a role model for the entire company. As we enter our 103rd year of operation, we are reminded that these values will continue to be the base upon which the success of the company is built. On behalf of all the directors, the executive leadership team and all the staff of Bird Construction, we want to express our gratitude to Paul Charette for his immense contributions to Bird Construction over the past 47 years. Paul's leadership, dedication and unwavering commitment to the company's core values of honesty and integrity have been fundamental in transforming Bird Construction into the thriving diversified company it is today. We are all inspired by Paul's remarkable career and the impact he has had not only on Bird, but also on the wider construction industry and the communities he has served. Thank you, Paul, for your outstanding leadership and for being an exemplary role model to us all. I would now like to 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: one, the presentation of the 2022 financial statements; two, the election of 11 directors; three, the reappointment of KPMG as the company's auditors; and four, any other business that may properly come before this meeting. Shareholders and proxy holders may submit questions to the Board or management using the Q&A tab on the virtual meeting page. The moderator will relay any questions regarding the formal business of the meeting as we progress through the meeting. Any questions that are not related to the formal business of the meeting will be addressed after the formal business of the meeting has concluded. 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 leadership team of Bird. Mr. Daniel Sterescu, Vice President, Legal, Industrial and Employment and Labor 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. The notice calling this meeting of shareholders was published in the Global Mail on February 20, 2023, and filed on SEDAR on March 16, 2023. The notice was mailed on March 29, 2023, to all the shareholders of record on the record date of March 10, 2023.

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 2022 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 proof of service be filed by the Secretary with the records of this meeting. The scrutineer's report confirms that a quorum is present at the meeting. I would ask the Secretary to read the report.

There are 23,508,788 shares of the company represented today in person or by proxy. This represents 43.72% of the total shares outstanding and constitute 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 scrutineer's 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. [Voting]

Shareholders and duly appointed proxy holders, please click on the Vote tab 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.

The first item of business is to receive the consolidated financial statements of Bird Construction Inc. for the year ended December 31, 2022, and the auditor's report thereon.

The 2022 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. Let's proceed to the scrutineer's report. I've 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's 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 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, Ms. Bonnie D. DuPont, Mr. J. Kim Fennell, Ms. Jennifer F. Koury, Mr. Terrance L. McKibbon, Mr. Gary Merasty, Mr. Luc J. Messier, Mr. Steven L. Edwards, 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, Daniel Sterescu, second the motion.

Thank you. 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]