Boardwalk Real Estate Investment Trust (BEIUN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Unitholders of Boardwalk REIT Annual Meeting 2021. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to the Chairman of the Board, Sam Kolias. The floor is yours.

Thank you, Elaine, and welcome, everyone, to our Boardwalk REIT AGM. With us today is Ms. Lisa Russell, our Senior VP of Corporate Development; Ms. Lisa Smandych, our CFO; Ms. Lynn Hunt, our Legal Assistant; Ms. Alyson Goldman, our Secretary for this meeting; and Mr. Kyle Gould of Computershare Trust. This meeting is being held virtually given the limitations on gathering due to the COVID-19 pandemic. Thank you, everyone in attendance. The meeting will now come to order. In accordance with the Declaration of Trust, as amended and restated of Boardwalk Real Estate Investment Trust, I shall preside as Chairman of the meeting. I've asked Ms. Alyson Goldman to act as secretary of the meeting; and Mr. Kyle Gould of Computershare Trust Company of Canada to act as scrutineer. In order 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 to make and second certain motions. To my knowledge, each resolution to be considered today will be passed by the proxies deposited in advance of the meeting. Voting in respect of all resolutions to be considered today will be conducted by electronic ballot. Voting will be open for all resolutions at the same time, which will allow registered unitholders and proxyholders to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. [Operator Instructions] There will be an opportunity to ask questions on each resolution in turn. Once discussion on all items of business have concluded, voting will be closed on all resolutions. The results will be tallied by the scrutineer once voting is completed and will be provided at the end of the formal portion of the meeting. Questions can be submitted by registered unitholders and duly appointed proxyholders electronically on the virtual platform by following the instructions on the platform. [Operator Instructions] A moderator will review all questions prior to responding. And in order to attempt to deal with all questions in a timely and orderly fashion, we may eliminate duplicate questions and any questions that are off-topic or inappropriate. Questions will be answered in relation to each item of business in the order they are received. The polls are now open on all resolutions. I shall now ask Ms. Goldman to table the notice calling the meeting.

Mr. Chairman, I have before me a true copy of the Notice of Meeting, together with the affidavit of Computershare Trust company of Canada as to the mailing of the Notice of the Annual General Meeting of Unitholders, together with the Management Information Circular and form of proxy. The affidavit indicates that all documents were mailed within the time period required by the Declaration of Trust, as amended and restated, of Boardwalk Real Estate Investment Trust.

The service of the notice has now been established, and I request that these documents be filed with the minutes of this meeting. I will now ask Ms. Goldman to confirm the report of the scrutineer.

The scrutineer's report has been received, and it shows that a quorum is present.

I declare that quorum is present and that the meeting is duly called and properly constituted for the transaction of business. I direct that the scrutineer's report on attendance be annexed to the minutes of the meeting. The first matter of formal business is the presentation of the consolidated financial statements of the trust for the year ended December 31, 2020, together with the auditor's report thereon. A copy of the financial statements has been mailed to unitholders, as requested, and is available on our website and on SEDAR. The next item of business concerns the fixing of the number of trustees of Boardwalk Real Estate Investment Trust for the ensuing year. I will now entertain a motion to fix the number of trustees of the trust.

Mr. Chairman, I move that the trust fix the number of trustees at 7 to take office immediately following the meeting and to serve until the next annual meeting of unitholders.

I second the motion.

Moderator, have any questions been received on this motion?

Mr. Chair, we have no questions at this time.

Thank you. I now declare, and in order to seek nominations for the trustees of the trust, I will now entertain nominations for trustees of the trust.

Mr. Chairman, I move that Ms. Andrea Goertz; Mr. Gary Goodman; Mr. Arthur Havener, Jr.; Mr. Sam Kolias; Mrs. Samantha Kolias-Gunn; Mr. Scott Morrison; and Mr. Brian Robinson, be elected as trustees of the trust to take office immediately following the meeting and to serve until the next annual meeting.

I second the motion.

In accordance with our majority voting policy, the election of trustees will be conducted by allowing registered unitholders and duly appointed proxyholders to electronically register, vote for or withheld for each individual trustee. Moderator, have any questions been received on this motion?

Mr. Chair, we have no questions at this time.

Thank you. Please vote for each individual trustee now, if you have not already done so. [Voting]

The next item of business concerns the appointment of the auditors of the trust. I will now entertain a motion to appoint Deloitte LLP as auditors of the trust.

Mr. Chairman, I move that Deloitte LLP be appointed as auditors of the trust to hold office until the next annual meeting of the trust and that the Board of Trustees be authorized to fix their remuneration.

I second the motion.

Moderator, have any questions been received on this motion?

Mr. Chair, we have no questions at this time.

Thank you. Please vote on this motion now, if you have not already done so. [Voting]

The next item of business is the advisory vote on executive compensation of the trust, as outlined on Pages 17 and 18 of the Management Information Circular, and I would like to call for a motion in this regard.

Mr. Chairman, I move that on an advisory basis, and not to diminish the role and responsibilities of the Board of Trustees, the approach to executive compensation disclosed in the Compensation Discussion & Analysis section located on Pages 36 to 64 of the Management Information Circular dated March 23, 2021, be approved.

I second the motion.

Moderator, have any questions been received on the motion?

Mr. Chair, we have no questions at this time.

Thank you. Please vote on this motion now, if you have not already done so. [Voting]

As there are no further motions, voting on all motions is now closed. I have been advised by the scrutineer that the results are more than 50% in favor of each trustee. And in accordance with the Declaration of Trust and our majority voting policy, I am pleased to declare that Ms. Andrea Goertz; Mr. Gary Goodman; Mr. Arthur Havener, Jr.; Mr. Sam Kolias; Ms. Samantha Kolias-Gunn; Mr. Scott Morrison; and Mr. Brian Robinson are elected as trustees of the trust to take office immediately following the meeting and to serve until the next annual meeting of the trust. I have also been advised by the scrutineer that all other motions have been carried. This concludes the formal portion of the meeting, and I direct that the scrutineer's report be kept by the secretary with the minutes of the meeting. As there is no further business, the meeting is now terminated. Because this is the last AGM that Ms. Lisa Russell will be attending as our Senior VP of Corporate Development, giving over 25 years of extraordinary service, we would like to say a very special thank you to Lisa and wish her all of God's choicest blessings for her retirement and thank her for the huge shoulders that she has provided us to keep standing on. Thank you so much, Lisa. Due to the inability to meet with everyone in person as a result of the COVID-19 pandemic, we will not have a formal presentation at this time. Our financial statements related to our first quarter financial results have been posted on both SEDAR and our website, and we look forward to providing a presentation on these results tomorrow morning. Webcast information for our first quarter earnings call can also be found on our investor website, www.bwalk.com. Please don't hesitate to call or write any of our team members if you have any questions or concerns. We look forward to welcoming everyone to our AGM in person next year. God bless us all with good health. And thank you to all our stakeholders, Team of Heroes, all of our trustees and our Resident Members for all your continued support. We will now pass the call back to Elaine, our operator, please. Thank you.

This concludes the meeting. You may now disconnect.