Capital Power Corporation (CPX) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Capital Power 2024 Annual Meeting Conference Call. AT this time, all participants are in listen-only mode. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Jill Gardiner, Board, Chair of Capital Power. Please go ahead.

Good afternoon. It is just after 1:00, so I'll ask that the meeting come to order. My name is Jill Gardiner, and I am the Chair of the Board of Directors of Capital Power Corporation. In accordance with the company's bylaws, I'm pleased to act as Chair for this meeting. Welcome to Capital Power's Annual General Meeting of Shareholders. In the spirit of reconciliation, Capital Power respectfully acknowledges that we operate within the ancestral homelands, traditional and treaty territories of the indigenous peoples of Turtle Island or North America. Capital Power's head office is located within the traditional and contemporary home of many indigenous peoples of the Treaty 6 territory and Metis nation of Alberta Region 4. We acknowledge the diverse indigenous communities that are located in these areas and whose presence continues to enrich the community. With me today are Avik Dey, President and Chief Executive Officer; and Colleen Legge Associate General Counsel and Corporate Secretary. As part of our commitment to our shareholders to reduce and contain costs in a challenging business and economic environment, we have decided to hold a simplified formal meeting at which we will seek the approval of the necessary corporate business. Therefore, our other directors and executives will not be attending. In order to facilitate a smooth flow of the business matters we will be dealing with today, Avik Dey and Colleen Legge will move and second formal motions. They will be called upon as needed. Unless a different proxy holder has been indicated on management proxies, Avik Dey will act as proxy holder for such proxies. As noted in our management proxy circular dated March 11, 2024, shareholders were given the opportunity to vote in person. In addition, opportunities were made available to shareholders to vote in advance of the meeting. And as per our custom, this meeting is being shared via live audio webcast. An archived recording of the meeting will be available on Capital Power's website following the meeting. As indicated in our management proxy circular, we will not be doing a corporate presentation or question-and-answer session following the meeting. Management will be holding an Investor Day in early May, and that presentation will be uploaded to our external website shortly thereafter. Computershare Trust Company of Canada is the company's registrar and transfer agent for its common shares. Today, Stephanie Tuss of Computershare has been appointed to act as scrutineer. In accordance with the company's bylaws, Colleen Legge will act as Secretary of the meeting. Stephanie Tuss will report on the shareholders present in person or by proxy and compute the votes on any polls taken. At this time, we want to thank all of you who submitted proxies in advance and remind you that only registered shareholders or duly appointed proxy holders may participate in the business of today's meeting. Under the notice and access system for communicating with shareholders, the company mailed a notice of meeting, together with the form of proxy or a voting instruction form commencing on March 25, 2024. The notice informs shareholders about the time and place of our meeting, the business of the meeting and stated that our management proxy circular was posted on our website at www.capitalpower.com/agm as well as on SEDAR+. The notice also stated that any shareholder could request a printed copy of the management proxy circular in advance of today's meeting. The Secretary of the meeting has provided me with an affidavit of mailing prepared by Computershare Trust Company of Canada. She will see that this affidavit is filed with the minutes of this meeting. The Secretary of the meeting has received the report of the scrutineer and advises me that there is a quorum present. On the basis of this report, I declare that the meeting has been regularly called and properly constituted for the transaction of business. The Secretary of the meeting will also file the report of the scrutineer with the minutes of this meeting. The next item of business is the presentation to the meeting of the consolidated financial statements of Capital Power for the year ended December 31, 2023, and the report of the auditor thereon. The integrated annual report of the company, which contains the consolidated financial statements, together with the report of the auditor thereon and the company's business report was mailed to each shareholder who requested a copy. The integrated annual report is also available on the company's website. On behalf of the directors, I now place before the meeting the consolidated financial statements and auditor's report thereon for the year ended December 31, 2023. Are there any questions on the consolidated financial statements? Hearing none, I declare the consolidated financial statements and the auditor's report have been received. The next item of business is the election of directors. In accordance with the bylaws of the company and pursuant to a resolution of the Board of Directors, a total of 9 directors will be elected at today's meeting by the holders of common shares. Information regarding the nominees being proposed for election is set out in the management proxy circular. As of 1:00 p.m. Friday, April 26, 2024, which was the deadline for receipt of proxies, management had received proxies for over 54,894,373 common shares within excess of 96.95% of shares represented by proxy voting in favor of each of management's nominees to the Board of Directors named in the management proxy circular. We will now proceed with the nomination and election of the 9 directors to be elected by holders of common shares. Only registered holders of common shares or their duly appointed proxy holders are entitled to nominate and vote for the election of these directors. Avik Dey, may I ask you for a nomination of each of the 9 directors to be elected by holders of common shares.

Chair, on behalf of the Board of Directors, I nominate each of the following 9 persons as named in the management proxy circular for election as directors to hold office until the close of the next annual meeting or until their successors are duly elected or appointed: Jill Gardiner, Gary Bosgoed, Avik Dey, Carolyn Graham, Kelly Huntington, Barry Perry, Jane Peverett, Robert Phillips and Keith Trent.

Thank you, Avik. Colleen Legge, would you please second the nominations.

Chair, I second the nominations.

Thank you, Colleen. In the absence of the receipt of notice of any further nominations in accordance with bylaw #3 of the company, I declare the nominations closed. We will now proceed with the election of the nominated directors. The election of directors will proceed by way of ballot. Votes will be cast in favor of or against each nominated director individually. The votes cast in favor of the election of a director, nominee must represent a majority of the common shares voted at the meeting. If the number of shares voted against equals or exceeds the number of shares voted in favor of the director, then the director shall not be elected. In the event that an incumbent director nominee is not elected, they may be permitted to remain as a director until the earlier of 90 days after the date of the election, or the date on which their successor is elected or appointed. Only registered holders of common shares or their duly appointed proxy holders are entitled to vote on the election of these director nominees. Any shareholders present may have already filed their proxies. Unless they wish to withdraw their proxy, these shareholders should not complete a ballot since their shares will be voted in accordance with the instructions contained in the proxies granted to their proxy holders. I request that the scrutineer hand out ballots to each registered holder of common shares and proxy holder who has not already voted by proxy or completed ballot. If you are a registered holder of common shares or proxy holder and have not already voted by proxy or completed a ballot, please raise your hand, so the scrutineer can see you. Please vote on the ballot by marking X opposite the names of the nominees for whom you wish to vote. Please sign and print your name in the places indicated at the bottom of the ballot and return your completed ballot to the scrutineer. The scrutineer will collect the ballots, count the votes and prepare the final scrutineer's report reflecting the results of the proxies and ballots. A report on the voting results will be filed on SEDAR+. In addition, we will publish the results of this voting in next year's management proxy circular. The scrutineer will continue to tabulate the ballots and prepare their final report. However, as there are 9 directors to be elected by the holders of common shares and there are 9 nominees, I declare Jill Gardiner, Gary Bosgoed, Avik Dey, Carolyn Graham, Kelly Huntington, Barry Perry, Jane Peverett, Robert Phillips, and Keith Trent to be duly elected directors of the company. Next on the agenda is the appointment of the auditor. Management has received proxies representing in excess of 56,762,322 shares within excess of 99.66% of shares represented by proxy voting in favor of the auditors named in the management proxy circular. Colleen Legge, may I have a motion to appoint the auditor of the company?

Chair, I move that KPMG LLP chartered accountants be appointed auditor of the company to hold office until the close of the next Annual Meeting of Shareholders with compensation to be fixed by the Board on the recommendation of the Audit Committee.

Thank you, Colleen. Avik Dey, will you second the motion?

Chair, I second the motion.

Thank you, Avik. All those in favor of the motion, please signify by raising your hands. Any contrary? I declare the motion carried. Next on the agenda is the advisory vote on executive compensation, also known as the shareholder say on pay. Capital Power Corporation conducts an annual advisory shareholder say on pay vote. Management has received proxies representing in excess of 56,621,380 shares within excess of 97.82% of the shares represented by proxy voting in favor of the advisory vote on executive compensation. As Capital Power's approach to executive compensation has been disclosed in the management proxy circular, I do not propose to reiterate the details now. Avik Dey, may I have a motion regarding this matter?

Chair, I move that it be resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Capital Power's management proxy circular delivered before its 2024 Annual Meeting of Shareholders.

Thank you, Avik. Colleen Legge, will you second the motion.

Chair, I second the motion.

Thank you, Colleen. All those in favor of the motion, please signify by raising your hands. Any contrary? I declare the motion carried. Next on the agenda is a vote on a resolution to amend Capital Power's Omnibus Long Term Incentive Plan in order to increase the maximum number of common shares that may be issued to holders of stock options under the Omnibus Long Term Incentive Plan. Management holds proxies for common shares representing in excess of 56,621,380 votes which represents more than 96.61% of the total eligible votes for this motion. As the reasons for this amendment of Capital Power's articles have been disclosed in the management proxy circular I do not propose to reiterate the details now. Avik may I have a motion regarding this matter?

Chair, I move that it be resolved as an ordinary resolution that the Omnibus Long Term Incentive Plan be amended to increase the aggregate number of common shares, which may be issued under the plan from 9,194,506 to 11,194,506 common shares is hereby authorized and approved.

Thank you, Avik. Colleen, will you second the motion?

Chair, I second the motion.

All those in favor of the motion, please signify by raising your hands. Any contrary? I declare the motion carried. That now completes the business of the meeting. There being no further business from the agenda, I will ask Avik Dey for a motion to terminate.

Chair, I move that the meeting be terminated.

Thank you, Avik. Colleen Legge, will you please second the motion?

Thank you, Colleen. All those in favor of the motion? Any contrary? I declare the motion passed, and thank you. That concludes our meeting today.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.