Constellation Software Inc. (CSU) Earnings Call Transcript & Summary

Good morning. This is Mark Dennison of Constellation. I understand there's a few folks who are on the line. If you are on the line, can you identify yourself, please?

Good morning. [ Vivian Li ].

Good morning.

[ John Haynes ].

Good morning. So the reason for the call -- excuse me for the confusion, is I had gone through the meeting, but apparently, there were some technical issues, and no one was able to hear me. So in order to correct that, I'll go through the meeting again to make sure everyone's heard it. And I apologize for the delay. But hopefully, those who are on the line can now hear me clearly. So let's do this one more time. So I am Mark Dennison. I am the General Counsel and the Corporate Secretary of Constellation Software. For the purposes of the meeting this morning, I will be acting as Chairman and Secretary, and I've asked Kate Stevens of Computershare to act as the Scrutineer. As outlined in the Notice of Meeting as well as the Management Information Circular that was filed and mailed in connection with this meeting, the sole purpose of this meeting is to elect directors and to ratify their appointment as directors effective June 2, 2020. There will be no management presentations following the formal portion of the meeting and no Q&A session. Other than myself, there are no members of the company's management group in attendance today. I have with me proof of mailing of the Notice of the Meeting, along with the Management Information Circular and the formal proxy. The Scrutineer has reported to me that we have at least 2 shareholders present, holding or representing by proxy at least 50% of the votes entitled to be cast at this meeting. As such, I declare that a quorum is present for the conduct of business, and this meeting is properly constituted for the transaction of business. Voting today will be conducted by ballot. The only item of business is the election of directors and to ratify their appointment as directors effective June 2, 2020. There are 4 directors to be elected and to have their appointment ratified at this meeting. A Management Information Circular mailed to shareholders contains information about the 4 nominees. The nominees are John Billowits, Donna Parr, Andrew Pastor and Barry Symons. I'll now nominate the directors and second the nominations. I nominate each of the persons whose name appears in the Management Information Circular under the heading Election of Directors to be a Director of the company with effect from June 2, 2020, and until the close of the next Annual Meeting of Shareholders or until their successors are appointed. And I also second those nominations. I note, and as described more fully in the Management Information Circular, the company has adopted a Majority Director Election policy in May 2009. This policy enables shareholders to vote separately for each director nominee at meetings of shareholders where directors are to be elected. If the Director nominee does not receive the support from the majority of the votes cast at a meeting of shareholders, that director will be expected to tender his or her resignation from the Board following such meeting. The resignation will be effective upon acceptance by the Board and will be disclosed via press release. For more information about our Majority Director Election policy, please see the Management Information Circular. As I mentioned earlier, voting today will be conducted by ballots. I now ask that the balloting be open to registered holders and appointed proxyholders. The ballots will be accepted until 4:00 p.m. today. The results of the ballot will be available on SEDAR following the closure of the balloting at 4:00 p.m. The formal items of business as set out in the Notice of Meeting have now been dealt with. I move that the meeting is terminated, and I second the motion. I declare the resolution carried, and the meeting terminated. Thank you.

Thank you. Goodbye.