Black Diamond Group Limited ($BDI)
Earnings Call Transcript · May 7, 2026
Earnings Call Speaker Segments
Trevor Haynes
ExecutivesWelcome to the Annual Meeting of Shareholders of Black Diamond Group Limited. I am Trevor Haynes, the Chairman of the Board of Directors and Chief Executive Officer of the company. At this time, I would like to introduce the other directors and senior officers of Black Diamond present at the meeting today. The following members of our Board of Directors, Brian Hedges, Robert Herdman, Edward Kernaghan, Leilani Latimer, Steven Stein and Robert Wagemakers. And the following senior officers: Toby Labrie, our Executive Vice President and Chief Financial Officer; Ted Redmond, our Executive Vice President and Chief Operating Officer, Modular Space Solutions; and Mike Ridley, our Executive Vice President and Chief Operating Officer, Workforce Solutions. With this virtual meeting format, only registered shareholders and duly appointed proxy holders who have signed into this online webcast will be able to vote on the resolutions tabled at this meeting. As this meeting is being held virtually via live webcast, I would like to set out a few rules for the orderly conduct of the meeting. First, 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. Second, questions will be forwarded to me shortly after they are submitted, but will only be addressed if they relate to procedural matters or relate directly to the motions before the meeting. Third, for the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. The polls have been opened by our scrutineers and registered shareholders and duly appointed proxy holders, who have not already voted, or who wish to change their votes are able to do so on each business item until polls are closed following the presentation of the business items. If we encounter any technical difficulties with the webcast during the meeting, please remain logged on, and we will resume as soon as possible. The meeting will now come to order. I will be the Chairman of the meeting. I will ask Scott Cochlan, our Corporate Secretary, to act as Secretary of the meeting and representatives of Odyssey Trust Company to act as scrutineers. In order to ensure that the meeting covers all of the business for which it was convened within a reasonable period of time, we have prearranged with a number of persons attending to move and second certain motions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings. As mentioned, the polls are now open, and at this time, all registered shareholders 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 selecting the For or Withhold button next to each item to be voted on. If a registered shareholder or a proxy holder has already voted on all matters, there is no need to vote again unless you wish to change your vote on a matter. I have received confirmation from Odyssey Trust Company that all materials in respect of the meeting were mailed to shareholders in compliance with applicable securities requirements. I direct that the affidavit, together with copies of the documents mailed to the shareholders be kept by the secretary with the minutes of this meeting. The reading of the notice of meeting will be dispensed with. I have advised the scrutineers that there is a quorum present -- I have been advised by the scrutineers that there is a quorum present at this meeting. Accordingly, I declare that this meeting is regularly called and properly constituted for the transaction of business. I direct that the scrutineers' report be kept by the Secretary with the minutes of this meeting. To my knowledge, the decision of the meeting will be in favor of each resolution to be considered, and all resolutions will be voted on by electronic ballot through the online portal. The scrutineer will compile a report regarding the voting results once all votes have been conducted. The first item of business is to table the audited consolidated financial statements of the company for the year ended December 31, 2025, together with the report of the auditors thereon, A copy of these materials has been mailed to each registered shareholder who elected to receive such materials. It is not proposed to ask shareholders to approve the financial statements, which have been placed before the meeting. The next item of business is the election of the directors of the company. The Board of Directors have fixed the number of directors to be elected at this meeting at 7. As noted in the information circular, the Board of Directors has adopted an advanced notice bylaw, which provides a procedure to be followed by the -- for the nomination of directors at shareholders meetings. There were no other nominations received within the requirements of the advance notice bylaw. Therefore, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the information circular as directed by the Board. Therefore, Trevor Haynes, Brian Hedges, Robert Herdman, Edward Kernaghan, Leilani Latimer, Steven Stein and Robert Wagemakers are hereby nominated to act as directors of Black Diamond until the next annual election of Directors or until their successors are elected or appointed, subject to the provisions of the Alberta Business Corporations Act and the bylaws of the company. In accordance with the company's majority voting policy, we will conduct the election on an individual basis for each director. As a result, the decision of this meeting on the election of directors will be conducted by way of a ballot, allowing registered shareholders and proxy holders to register votes for or to be withheld for each individual director. I will ask registered shareholders or duly appointed proxy holders, who have not already done so, to cast their votes through the online portal. [Voting]
Trevor Haynes
ExecutivesThe next and final item of business is the appointment of the company's auditors. May I have a motion for this item.
Emma Covenden
ExecutivesI move a motion that the firm of Ernst & Young LLP, Chartered Professional Accountants, be appointed auditors of the company until the next Annual Meeting of Shareholders or until their successors are appointed and that the directors of the company be authorized to fix the remuneration as such.
Jason Mullins
ExecutivesI second the motion.
Trevor Haynes
ExecutivesThank you, Ms. Covenden. Thank you, Mr. Mullins. I will ask registered shareholders or duly appointed proxy holders who have not already done so to cast their votes through the online portal. 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 automatically be submitted. [Voting]
Trevor Haynes
ExecutivesOdyssey, please close the polls. I would ask that the scrutineer compile the report regarding the results of voting on all business matters. I have been advised by the scrutineers that the ballots and proxies deposited for the meeting have been voted in favor of the resolutions. Accordingly, I declare all motions carried. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with the policies of the TSX and filed on SEDAR+. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. We thank you all for your attendance at this Annual Shareholder Meeting and wish you all the best. Goodbye.
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