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 be deemed to represent and warrant to Computershare and the company that you first obtained all required consents for the disclosure recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to John Baker. Mr. Baker, the floor is yours.

Good morning, ladies and gentlemen. Welcome to the Annual Meeting of the Shareholders of D2L Inc. I am John Baker, Director, Chair of the Board, President and 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 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 address prior to voting on applicable motions. 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 will do our best to ensure that such questions are addressed following the conclusion of the 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 three matters of formal business to conduct today, First, the presentation of our fiscal year 2025 financial statements. Second, the election of directors. And third, the reappointment of the company's auditors for the current year, and to authorize the directors of the company to fix such auditors' remuneration. 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 the secretary of this meeting. I hereby appoint Computershare Investor Services Inc. through its representatives to act as scrutineer for the meeting. I would now ask Anna to report on certain procedural matters. Over to you, Anna.

The notice calling this meeting, together with the form of proxy, Management Information Circular and annual report containing the financial statements of D2L for the financial year ended January 31, 2025, 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 accept the terms and conditions, you will be provided with 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 votes. Back to you, John.

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 the meeting and the scrutineers' 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 2025, and the auditor's report thereon. Such materials have been properly sent to each 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 7. May I please have management's 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, Marta DeBellis, Tracy Edkins, 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 advanced 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. I confirm that 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. The next item of business is the reappointment of the auditors of the company. May I 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, 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 that 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. [Voting]

Craig, before I close the voting on all motions has there been any further questions on any of the motions?

John, I confirm that we have not received any questions from shareholders, specifically on the motions.

Thank you. The polls on all items of business will remain open for a few more minutes -- moments, I should say. For those of you that have not yet voted on all of 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 the formal business, and it's not necessary to vote again on these ballots. I'll wait a few more seconds before closing the polls. [Voting]

I confirm the polls are now closed and the scrutineer will finalize the tabulation of the results and share the final results in due course. Based upon the preliminary votes received prior to the meeting, 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, and the auditor's reappointment with the Board being authorized to fix such auditors' remuneration. 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 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 on as part of the report of 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 2026 financial results webcast posted on our website at ir.d2l.com. Now please keep in mind that I think Cloudflare is having an issue today. And I think Q4's website that's hosting these IR reports is currently down, but they're working hard to get it back up as quickly as possible. We would 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 a submitted question, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the Q&A icon, type in and submit your question.

John, I'll pause for a moment to allow for questions to be submitted. John, I can confirm that we have not received any questions from shareholders at this time.

Thank you, Craig. On behalf of the Board and management of the company, I would like to thank all of our shareholders, as well as others who have joined us today for your support and your attendance. Thank you, and please enjoy the day.

This concludes the meeting. You may now disconnect.