Dye & Durham Limited (DND) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Annual Special Meeting of the Shareholders of Dye & Durham Limited. My name is Brian Derksen, and I'm the Chair of the Board. And I'm joined by Matthew Proud, the company's Global Chief Executive Officer. And I'm pleased to be here today to preside over this meeting. On behalf of the Board, I would like to thank those shareholders present during the webcast this morning and those who submitted their proxies in advance. Please note that this meeting is being recorded. Also note that there may be slight delays throughout the meeting when different speakers begin or as we respond to questions. Before we begin the formal proceedings, I'd like to introduce the following members to our Board, who are present for today's webcast. In addition to Matt Proud and myself, we have: Mario Di Pietro, David MacDonald, Randy Fowlie, Brad Wall and Ted Prittie. Also attending is Ronnie Wahi, who is a nominee for the Board. In addition to the CEO, Matt Proud, our CEO, the following members of management are present for today's webcast that includes Avjit Kamboj, our Chief Financial Officer; John Robinson, our Chief Commercial and People Officer; Charlie MacCready, our Chief Legal -- our Global Chief Legal Officer; and Martha Vallance, our Chief Operating Officer. I'd also like to take a moment to recognize Randy Fowlie. Randy has advised us he will not stand for reelection at this meeting. As a way of background, Randy and I joined the Board of Dye & Durham in August of 2018. And we've been a witness to the tremendous growth of the company over the past several years. Randy has been an invaluable member of our Board and served as the Chair of our Audit Committee. And that's gone on since before the IPO and since the IPO 17 months ago. It's been a great pleasure to work with Randy and get to know Randy. And on behalf of the company's shareholders, the Board and the management team, Randy, I'd like to thank you for your service. Today, we intend to proceed with the formal items on the agenda. Once the formal business of the meeting is concluded, there will be a question-and-answer period, during which we'll be pleased to respond to your questions. Validated shareholders and proxy holders that are attending the meeting today will be able to submit questions during the meeting and during the Q&A period. [Operator Instructions] I will now call the meeting to order. With the consent of the meeting, I will act as the chair of the meeting and I will ask Charlie MacCready to act as the secretary and Patty Sigiannis of Computershare to act as a scrutineer. In order to make best use of our time today, certain shareholders have been asked to move and second motions relating to the business to be conducted at this meeting. That is not intended in any way to limit your right to participate in the meeting. Shareholders who wish to make comments relating to these motions may do that after the motion has been seconded, and there will be an opportunity to ask questions -- general questions during the Q&A period following the formal portion of the meeting. The secretary has advised me that the notice calling the meeting, together with the formal proxy and management information circular, have been mailed to each intermediary and registered shareholder of record for the meeting and has also confirmed that a quorum of the shareholders is present. Therefore, I confirm that the meeting is properly constituted. I ask that the scrutineer's report on attendance and affidavit of mailing be annexed to the minutes of the meeting. Each share represented at this meeting is equal to one vote. Voting at this meeting will be conducted by online ballot through the web portal. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or wait until each motion has been made prior to the -- prior to casting your vote. Any registered shareholder or duly appointed proxy holder, who has not yet voted or wishes to change their vote, please do so using the voting buttons on the web portal. Shareholders who have sent in their proxies or voted in person by mail or online before the meeting and do not want to change their vote do not need to take any further action today. Okay. The first item of business at this meeting is the presentation of the financial statements for the fiscal year ended June 30, 2021. A copy of those financial statements was previously made available to the shareholders and additional copies are available upon request. I would ask that the secretary attach the financial statements and the audit report as a schedule to the minutes of this meeting. Shareholders do not need to take any action with respect to the financial statements. So we will now move to the next item of business. We will now proceed to the election of directors. Dye & Durham currently has 7 directors whose term will expire at the end of this meeting. The number of directors to be elected at this meeting is 7. The management information circular sets out the particulars of these nominees and of the nomination rights of Plantro Ltd. and Seastone Investment Limited, whose nominees are Ronnie Wahi and Ted Prittie, respectively. The proposed nominee -- director nominees for the company are myself, Brian Derksen, Matthew Proud, Mario Di Pietro, David MacDonald, Brad Wall, Ted Prittie and Ronnie Wahi. If elected, these nominees will hold office until the next Annual Meeting of the Shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the directors of the company?

Mr. Chairman, I move to nominate each of the 7 nominees listed in the management information circular as directors of Dye & Durham.

Do I have a second for the motion?

Mr. Chairman, I second the motion.

As there are no further nominations, I declare the nominations are closed. Now may I now have a motion for the election of the persons who have been nominated?

Mr. Chairman, I move that each of the persons nominated be hereby elected as directors to hold office for the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Do I have a second for the motion?

Mr. Chairman, I second the motion.

Thank you. As mentioned, voting is now open on all resolutions, including the election of directors and will remain open until voting is closed at the end of the formal portion of this meeting. Registered shareholders and duly appointed proxy holders who have sent in proxies or voted in person, mail or online and do not want to change their vote do not need to take any further action. The next item of business is the appointment of auditors and the authorization of the directors to fix their remuneration. The directors, on the recommendation of the Audit Committee, propose that Ernst & Young LLP be reappointed as the auditor of the company until the next Annual Meeting of the Shareholders or until their successor is duly appointed and the directors be authorized to fix their remuneration. May I have a motion on this matter, please?

Mr. Chairman, I so move that our Ernst & Young LLP be appointed as auditor of the company until the next Annual Meeting of Shareholders or until their successor is duly appointed and that the directors be authorized to fix their remuneration.

And do I have a second for the motion?

Mr. Chairman, I second the motion.

Thank you. We will now vote on the motion. As mentioned earlier, voting through the web portal is now open on all resolutions, including the appointment of the auditors and will remain open until the voting is closed at the end of the formal portion of this meeting. Shareholders who have sent in their proxy, voted in person by mail or online and do not want to change their vote do not need to take any further action. The next item of business to consider, and if thought advisable, is to pass an ordinary resolution approving the grant of stock options to the directors as described in the management information circular of the company dated November 16, 2021. The form of the resolution to be passed to the meeting is also set out in the management information circular. May I have a motion on this matter, please?

I so move that the resolution regarding the grant of stock options to the directors in the form set out in the management information circular be approved.

And do I have a second for that motion?

Mr. Chairman, I second the motion.

Thank you. We will now vote on that motion. As mentioned earlier, voting through the web portal is now open on all resolutions, including the ratification of the grant of stock options to the directors. The next item of business to consider, and if thought advisable to pass, is an ordinary resolution of approving the grant of stock options to the global CEO as described in the management information circular of the company dated November 16, 2021. The form of the resolution to be passed to this meeting is also set out in the management information circular. May have a motion on this matter, please?

Mr. Chairman, I so move that the resolution regarding the grant of stock options to the global CEO in the form set out in the management information circular be approved.

And could I have a second for that motion?

Mr. Chairman, I second the motion.

Thank you. We will now vote on this motion. As mentioned earlier, voting through the web portal is now open on all resolutions that will remain open until voting is closed at the end of the formal portion of this meeting. Shareholders who have sent in their proxies or voted in person, by mail or online and do not want to change their votes do not need to take any further action. Ladies and gentlemen, the polls will remain open for a brief moment. Any shareholder who has not yet voted or wishes to change their vote may take the opportunity to do so through the voting buttons on the web portal. [Voting]

Now that everyone has had an opportunity to vote, I declare the polls closed. We have been informed by the scrutineer that the preliminary voting report shows that each of the proposals presented for approval today have been duly passed, other than the ratification of the grant of stock options to the directors. We will be reporting the final voting results in a press release and a SEDAR filing following the meeting. Ladies and gentlemen, this concludes the formal part of the meeting. If there's no formal business, the meeting is now hereby terminated. On behalf of the management and the Board, I'd like to thank you for attending today. Now that the formal part of the meeting has concluded, we would be pleased to answer questions you may have with respect to the company, its performance or strategy. Please submit your questions through the web portal. We will pause for a minute to collect any questions.

Mr. Chair, there are no questions at this time. Please proceed.

Thank you. This concludes the management question-and-answer period. I would like to thank everyone for attending the meeting and for your support of the company. You may now disconnect.