Boston Pizza Royalties Income Fund (BPFUN) Earnings Call Transcript & Summary

Hello. This is the Chorus Call conference operator. Thank you for standing by. Welcome to Boston Pizza Royalties Income Fund's 2021 Annual General Meeting. [Operator Instructions] Participants on the call may also post their questions via e-mail to Boston Pizza's Investor Relations department at [email protected]. [Operator Instructions] At this time, I would like to turn the conference over to David Merrell, Chair of the AGM. Please go ahead.

Thank you, operator, and good afternoon, everybody, and welcome to the 2021 Annual General Meeting of Unitholders of Boston Pizza Royalties Income Fund. My name is David Merrell, and I am a trustee of the Fund. We will conduct this AGM differently than we have in the past. Specifically, we will conduct the formal business of the AGM and dispense with the presentation from management and reception that typically occurs. We recommended that unitholders vote by proxy and not attend the AGM due to safety concerns surrounding COVID-19 and are pleased that our unitholders followed that advice. I hope that all of our unitholders are safe and well in these unusual times. I would like to call the 2021 Annual General Meeting of the Unitholders of Boston Pizza Royalties Income Fund to order. As the trustee of the Fund, I will act as chair of the meeting. Jonathan Jeske of Boston Pizza International, Inc. will act as secretary for the meeting. Also, [ Mersa Bentima ] of Computershare Investor Services Inc. will act as scrutineer for the meeting. I would like to welcome and thank you for taking the time to participate in this meeting, particularly those who are listening via conference call, which is everyone. Before proceeding with the formal business of the meeting, I would like to introduce the other 2 trustees of Boston Pizza Royalties Income Fund who are participating via conference call. Marc Guay, Chair of the Board; and Paulina Hiebert, trustee. In addition, I would like to introduce the following representatives of Boston Pizza International who are participating in today's meeting either in person or via conference call: Jordan Holm, President of BPI and Boston Pizza GP; and Michael Harbinson, CFO of BPI and Boston Pizza GP. I had before me an affidavit of [ Farrell Solomon ] of Computershare, attesting that the notice calling this meeting, together with the information circular, were mailed to registered unitholders and intermediaries in accordance with National Instrument 54-101. Therefore, I conclude that the meeting has been properly called. With your consent, I will not read the formal notice of meeting that was sent to the shareholders. Pursuant to Section 13.3 of the amended and restated declaration of trust dated December 7, 2010, the voting unitholders present either personally or by proxy shall form a quorum at this meeting. I have before me, and I adopt the scrutineer's report on attendance, which confirms that a quorum is present for the meeting. As a result, I declare that this meeting is duly constituted for the purpose -- for the transaction of business. The minutes of the last Annual Meeting of the Voting Unitholders of the Fund, which was the AGM held on June 30, 2020, then adjourned to July 15, 2020, are available for inspection by any unitholder. I will entertain a motion to take the minutes as read and confirmed.

So moved.

Thank you, Jordan. Is there any discussion of the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. On behalf of the Board of Trustees, I have for presentation the audited consolidated financial statements of the Fund and the auditor's report thereon for the periods ended December 31, 2020 and December 31, 2019. Unless there are questions arising from the audited financial statements, I will consider the audited financial statements received by unitholders as submitted to this meeting. Are there any questions on the financial statements? The next item of business is the appointment of auditors. It is proposed that the Fund reappoint KPMG LLP as auditors of the Fund. Accordingly, I ask for a motion that KPMG LLP be appointed as auditors of the Fund for the ensuing year and that the remuneration of the auditors be determined by the trustees of the Fund.

So moved.

Is there any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. We will now proceed with the appointment of trustees for the Fund for the coming year. The information circular, which was mailed to unitholders in connection with this meeting, contains the names of and information about nominees to the Board of Trustees. There are 3 positions to be filled, each one for a term ending at the next annual meeting or until a successor is duly appointed. I now declare the meeting open for nominations for trustees.

I nominate the persons named in the information circular for this meeting to be trustees of the Fund, namely David L. Merrell, Marc Guay and Paulina Hiebert.

Are there any further nominations? Each of the nominees has previously consented to act as a trustee of the Fund. If there are no other nominations, I would ask for a motion that nominations be closed.

So moved.

Is there any discussion on the motion? All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. In accordance with the terms of the Fund's majority voting policy, this vote will proceed by ballot. Only registered holders of trust units and special voting units of the Fund or their duly appointed proxy holders are entitled to vote on any matter at this meeting. Each person entitled to vote was given a separate ballot form for the election of trustees when they registered with the scrutineer before the start of the meeting. Your completed and signed ballot should have been returned to the scrutineer by this time. If you have not already done so, please ensure that your ballot is completed and signed and then return it to the scrutineer. We will now take a brief recess from the formal meeting to allow the scrutineer time to determine the result of the poll. I now have the scrutineer's report on the results of the ballots. Scrutineer's report reads as follows: David L. Merrell, 6,251,638 units voted in favor and 82,011 units withheld from voting; Marc Guay, 6.253,153 units voted in favor and 80,598 units withheld from voting; Paulina Hiebert, 6,237,509 units voted in favor and 96,242 units withheld from voting. I declare that David L. Merrell, Marc Guay and Paulina Hiebert have been elected as trustees of the Fund for the ensuing year to hold office until the next Annual General Meeting of the Fund or until their successors are elected or appointed in accordance with the provision of the Fund's amended and restated declaration of trust. We have now completed the formal business for which the meeting was called. I'll now call for a motion to conclude this meeting.

I move that this meeting be concluded.

All those in favor, please signify by raising your right hand. [Voting]

Against, if any? [Voting]

Carried. I declare this 2021 Annual General Meeting of the Fund concluded. Thank you for your support and attendance. With that, I'd like to begin the question-and-answer session. Operator?

[Operator Instructions]

Thanks, operator. Okay. Since there are no further questions at this time, I'd like to thank you all for taking the time to listen in. Continue to stay safe and healthy. Thank you.