D2L Inc. (DTOL) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of D2L Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will deemed to represent and warrant to Computershare and the company that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question-and-answer session. [Operator Instructions]. It is now my pleasure to turn today's meeting over to John Baker. Mr. Baker, the floor is yours.

Thank you, operator. Good morning, ladies and gentlemen. Welcome to the Annual Meeting of Shareholders of D2L Inc. I'm John Baker, a Director, Chair of the Board, CEO and Founder of the company. This year, the meeting is being held as a virtual meeting. Given the virtual format of today's meeting, we will request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be brought forward by the meeting's moderator, Craig Armitage, and addressed prior to voting on the applicable motion. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we'll do our best to ensure that such questions are addressed following the conclusion of this meeting. You can submit questions by clicking on the Q&A icon, typing in and submitting your questions. In order to facilitate a respectful and effective Q&A session following the completion of the meeting, only questions of general interest to all shareholders will be answered. We have 5 matters of formal business to conduct today. First, the presentation of our fiscal year 2024 financial statement. Second, the election of directors. Third, the reappointment of the company's auditors for the current year and authorize the directors of the company to fix such auditors remuneration. Fourth, to approve and confirm all unallocated awards issuable under the company's long-term incentive plan. Fifth, to approve and confirm all unallocated awards issuable under the company's deferred share unit plan. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In light of the context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. The meeting is now called to order. In accordance with the company's bylaws, I will preside as Chair of this meeting and Anna Forgione, Chief Legal Officer of the company, will act as a Secretary of this meeting. I'll hereby appoint Computershare Investor Services Inc. through its representative to act as scrutineer for this meeting. I will now ask Anna to report on certain procedural matters. Over to you, Anna.

Thanks, John. The notice calling this meeting together with a form of proxy, management information circular and annual report containing the financial statements of D2L for the financial year ended January 31, 2024, and the auditors report thereon, have been properly sent to each requisite recipient. Additional copies of these materials are also available online on the company's SEDAR+ profile at www.sedarplus.ca and on our company's website. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting, and you accepted the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we will provide a few additional moments for you to enter your vote.

Thank you, Anna. I now declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting received by Computershare Investor Services Inc. and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year 2024 and the auditor's report thereon. The annual report containing the financial statements of D2L for the financial year ended January 31, 2024, and the auditor's report thereon, have been properly sent to each requisite recipient. We will dispense with the reading of the auditor's report. The next item of business is the election of directors. The number of directors to be elected at this meeting is 6. May I please have management nominations of candidates for election to the Board.

I nominate each of the persons specified in the management information circular delivered with the Notice of Meeting, being John Baker, J. Ian Giffen, Tim Connor, Robert Courteau, Tracy Edkins and David L. Johnston to serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.

As the company did not previously receive timely notice of any further nominations of persons for election as directors of the company, as required by the advance notice provisions of the company's bylaws, I declare the nominations closed. Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting.

John, I'll pause for a moment to allow for questions to be submitted. John, I can confirm we have not received any further questions from shareholders specifically on this item.

Thank you, Craig. We'll now conduct the vote by way of online ballot in accordance with the instructions provided earlier. Okay. The next item of business is the reappointment of the company's -- auditors of the company. May I please have a motion on this matter?

I move that KPMG LLP be reappointed as the auditor of the company until the close of the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration.

Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Once again, I'll pause for a moment to allow for questions to be submitted. I confirm we have not received any further questions from shareholders specifically on this item John.

Thank you, Craig. We will now conduct the vote by way of online ballot in accordance with the instructions provided earlier. Okay. The next item of business to be voted on is the approval and confirmation of all unallocated awards issuable under the management's long-term incentive plan. The form of resolution concerning the matter is set out on Page 18 of the management information circular for this meeting and requires the approval of the majority of the votes cast by shareholders at this meeting. May I have a motion on this matter?

I move that the form of resolution approving and confirming all unallocated awards issuable under the company's long-term incentive plan as set out on Page 18 of the management information circular for this meeting approved.

Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Once again, I'm going to pause to see if any questions come in. John, I confirm we have not received any further questions from shareholders specifically on this item.

Thank you, Craig. We will now conduct the vote by way of online ballot in accordance with the instructions provided earlier. Okay. The next item of business to be voted on is the approval and confirmation of all unallocated awards issuable under the company's deferred share unit plan. The form of resolution concerning the matter is set out on Page 19 of the management information circular for this meeting and requires the approval of a majority of votes cast by shareholders at this meeting. May I have a motion on this matter?

I move that the form of resolution approving and confirming all unallocated awards issuable under the company's deferred share unit plan as set out on Page 19 of the Management Information Circular for this meeting be approved.

Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

I'll pause for a moment to allow for questions to be submitted. I confirm we have not received any further questions from shareholders specifically on this item John.

Thank you, Craig. We will now conduct the vote by way of online ballot in accordance with the instructions provided earlier. Okay. Craig, before I close voting on all motions, has there been any further questions on any of the motions.

No further questions, John.

Thank you. The polls on all items of business will remain open for another 15 seconds. For those of you who have not yet voted on all the items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect of all formal business and it's not necessary to vote again on these ballots. I'll now pause for a few seconds. [Voting]

Okay. I can confirm the polls are now closed and the scrutineer has tabulated the results. I'm pleased to confirm that the scrutineer has reported to me that all matters put to ballot have been passed with the requisite level of shareholder approval. As a result, I hereby declare that the nominated directors elected, the auditors reappointed, with the Board being authorized to fix such auditors remuneration, the LTIP resolution approved and the DSU Plan resolution approved. I can also report that further to the requirements of the Canada Business Corporations Act, each nominated director received more votes in favor of their election than votes against. A press release disclosing the director's election results will be disseminated and report disclosing the number of votes cast in favor of, against or withheld from voting for each item of business at this meeting will be reported as part of the report of voted -- voting results to be filed on SEDAR+ as soon as possible following the meeting. As there is no other business that may properly come before the meeting, I declare the formal portion of the meeting terminated. Thank you. For further information about our business, please refer to the Q1 fiscal 2025 financial results webcast posted on our website at ir.d2l.com. We will now like to invite any supplemental questions from shareholders or proxy holders present. As with the physical meeting, we will observe the same protocols of appropriateness and relevance to the meeting. To the extent where we are unable to respond to submitted questions, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the message icon, type in and submit your question.

I'll pause for a moment to allow for questions to be submitted. I confirm there are no further questions, John.

Well, on behalf of the Board and the management of our company, I would like to thank all of you, our shareholders as well as others who have joined us today for your support and your attendance. Hope to see some of you at our Fusion users conference this summer. Thank you, and have a great day.

This concludes the meeting. You may now disconnect.