DATA Communications Management Corp. (DCM) Earnings Call Transcript & Summary

Good morning. My name is Kingsley Ward, and I am Chair of the Board of Directors of DATA Communications Management, or DCM and I would like to call this Annual Meeting of DCM shareholders to order. For those of you who are shareholders, thank you for joining us today. We also welcome our guests who are attending today's meeting, whether in person or virtually. As a reminder, the webcast does not have voting capabilities. Therefore, all shareholders who have accessed the meeting today via the webcast and are eligible to vote at the meeting must have cast their vote by submitting a completed form of proxy or voting instruction form prior to the meeting by one of the means described in the company's management information circular for the meeting. Also present at the meeting with me here today are Richard Kellam, our CEO; James Lorimer, our CFO; and our Board of Directors. For those of you who are joining us online through the webcast, you can submit your questions after the formal part of the meeting by using the chat or raise your hand feature in Microsoft Teams. We will try to answer all your questions once the formal part of the meeting is concluded. As we look to the coming year, we remain focused on the opportunities DCM has in terms of its business, shareholder value creation and the positive impacts that we could have on our various communities. Our engagement with shareholders is not limited to this meeting. Throughout the year, our Board and management consider the shareholder feedback we receive from a variety of sources. What we learn helps us prioritize our efforts and identify areas of emerging interest for the Board. Thank you for your trust you place in us and the opportunity to serve you and our company as a director. DCM has elected to send out proxy-related materials for this meeting to shareholders using the notice and access provisions of applicable Canadian securities laws. I will refer to those provisions in this meeting as the notice and access provisions. With the consent of the meeting, I will serve as Chairman of the meeting and call the meeting to order. Our CFO, James is here today and will act as Secretary of the meeting. I've appointed Joseph Coffeeburg of Computershare to act as scrutineer. Computershare has deposited with me a statutory declaration confirming the sending of the notice of this meeting to each shareholder entitled to vote at the meeting and to each director and auditors of the company. The notice calling this meeting requires that shareholders intending to vote by proxy must have deposited their proxies with Computershare no later than 11:00 a.m. Eastern Standard Time on May 20, 2025. The proxies are so deposited and now are in the custody of the scrutineers and reflected in the preliminary scrutineers report. The scrutineers have confirmed that these proxies representing approximately 31 million shares of the company or approximately 56% of the outstanding common shares. The scrutineers have also confirmed that a quorum is present today. A final scrutineers report will be available after the conclusion of this meeting and will be kept with the records of this meeting. As the notice of the meeting has been given and required and a quorum is present today, I declare that the meeting has been regularly called and is properly constituted for the transaction of business. The agenda for motions with respect to the business that is to be dealt with at this meeting is contained in the notice of meeting you received prior to the meeting. A number of shareholders or proxy holders present have agreed to assist with the presentation of these motions. There are 2 matters set out in the notice of meeting to be voted on by shareholders. Unless there is objection, I will dispense with the reading of that notice. The appointment of auditors will be voted on by a show of hands, unless it is determined that a ballot is appropriate. The election of directors will be voted on by ballot. I'd like to now, on behalf of the Board, place before the meeting the consolidated financial statements of the company and the report of the auditors on those statements for the year ended December 31, 2024. The first item of business here today is the appointment of auditors. I believe that James has a motion here on that matter.

Mr. Chair, I'm a proxy holder, and I move that PricewaterhouseCoopers, LLP be and they are hereby appointed auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed and the Board of Directors be and it is hereby authorized to fix their remuneration.

Mr. Chair, I'm a proxy holder, and I second the motion.

Thank you. All in favor, please signify by raising your hand. [Voting]

Contrary? Having none, I declare the motion carried. Moving on to our next item. That's the election of 8 directors. Each director is to be elected to hold office for a term commencing at the close of this meeting and ending at the close of the next Annual Meeting of Shareholders or until his or her successor is elected or appointed. I now declare the meeting open for director nominations. James, do you want to present this motion then here that we're the next item?

Mr. Chair, I'm a proxy holder, and I nominate each of the following: Gregory J. Cochrane, Merri L. Jones, Richard C. Kellam, James J. Murray, Michael G. Sifton, Alison Simpson, J.R. Kingsley Ward and Derek J. Watchorn, for election as Directors of the corporation to serve until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you. Before I ask if there are any further nominations, I wish to note that the company has adopted a majority voting policy applicable to uncontested director elections. Among other things, this policy enables shareholders to vote separately for each director nominee at meetings of shareholders where directors are to be elected. In addition, pursuant to the company's advanced notice bylaw, only persons nominated in accordance with the procedures set out in that bylaw will be eligible for election to the Board of Directors. The corporation did not receive any notice of any director nominations containing the information prescribed by the company's bylaws prior to the deadline of 5 p.m. on April 22, 2025. I'll now entertain -- hang on a sec here. entertain a motion election of the nominees -- yes. Okay. James, so we're back at the same place here. I want to move forward with the -- your suggestion here.

Sure. Mr. Chair, I'm a proxy holder, and I move that each of Gregory Cochrane, Merri Jones, Richard Kellam, James Murray, Michael Sifton, Alison Simpson, Kingsley Ward, and Derek Watchorn, be elected as a Director of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until his or her successor is elected or appointed.

Mr. Chair, I'm a proxy holder and I second that motion.

Thank you. We will conduct the vote on this matter by way of ballot. As I indicated earlier, the corporation will publicly announce the results of each of the votes conducted by ballot today following the conclusion of this meeting. If there is no further business to be brought before the meeting, I would ask James for a motion to terminate the formal portion of the meeting.

Mr. Chair, I am a proxy holder, and I move that this meeting be terminated. I have a seconder.

Mr. Chair, I'm a proxy holder and I second motion.

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

Contrary? All good. We've wrapped up the formal part of this meeting, and I declare this meeting terminated. So folks, we have reported our Q1 results last week and hosted in an earnings call which is available on our website. As that is very recent. We aren't planning a formal management presentation here today. However, we are happy to field questions from the audience either here in person or via teams. And both Richard and James are here to assist in answering those questions. If you are participating directly through teams, you can use the raise your hand feature in teams and we'll queue up questions. Alternatively, you can use the chat feature in teams and we will respond to chat questions as well. Please introduce yourself as you come forward with questions, please. Before we begin, I remind everyone that we will be referring to the forward-looking information in these comments. This information is subject to certain risks and uncertainties and as outlined in the forward-looking information disclosure in our press release and more fully within our public disclosure filings on SEDAR, all this is pertinent information for our shareholders. So let's move to Q&A. Are we receiving any questions online? All right. There are no further questions then, we will wrap the meeting up and thank everybody for attending here today.