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

Hello, and welcome to the Annual Meeting of Shareholders of Dye & Durham Limited. [Operator Instructions] It is now my pleasure to turn today's meeting over to Brian Derksen, Mr. Derksen, the floor is yours.

Good morning, ladies and gentlemen and welcome to the 2023 Annual General 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 Matt Proud, the company's Global Chief Executive Officer, and I'm pleased to preside over this meeting. On behalf of the Board, I would like to thank those shareholders present at the webcast this morning and those who have submitted their proxies in advance. Please note that this meeting is being recorded please also note that there may be slight delays throughout the meeting with different speakers begin or as we respond to questions. Before we begin the formal proceedings, I would like to introduce some people. First of all, let me start with the following members of the current Board present for today's webcast. In addition to Matt Proud and myself are Mario Di Pietro, Dave MacDonald, Leslie O'Donoghue, Ted Prittie and Ronnie Wahi. Also present are our 2 new poles directors, which were included in the proxy being voted on today. They include Colleen Morehead and Peter Brimm. In addition to the -- in addition, the following members of management are present for today's meeting. It includes Matt Proud, our Chief Executive Officer; Frank Di Liso, our CFO; Charlie MacCready, our Executive Vice President and Chief Legal Officer; Martha Vallance, our COO; and Wojtek Dabrowski our Chief Communications Officer, also is John Sulja our Chief Information Officer. At this time, I would like to take a minute to take a moment to recognize Mario Di Pietro and Dave McDonald who are not standing for reelection at this year's annual meeting. Both Mario and Dave have been directors since our initial public offering in July 2020 and have been witnessed through the tremendous growth of the company through the last several years. They have been invaluable members of the Board, and I've truly enjoyed the opportunity to work with and get to know both Mario and Dave. And on behalf of the company's shareholders the Board and the management team, I'd like to thank them for their service. Today, we intend to first proceed with the formal agenda -- formal items on the agenda. Once the formal business of the meeting has concluded, there will be a Q&A session during which we will be pleased to respond to your questions. [Operator Instructions] I now call the meeting to order. And with the consent of the meeting, I will act as Chair of the meeting, and I will ask [ Sawali Aviago ], to act as the Recording Secretary and Ramelo [indiscernible] of Computershare to act as the scrutineer. In order to make the 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. This 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 so after the motion has been seconded. There will also be an opportunity to ask questions in a general Q&A period, which follows the formal part of this meeting. The secretary has advised me that the notice calling the meeting, together with the notice of availability of proxy materials and form of proxy and form of proxy have been mailed to each intermediary and registered shareholder of record for the meeting and has also confirmed that a quorum of shareholders is present. I therefore confirm that the meeting is properly constituted, and I ask that the scrutineers report on attendance and affidavit of mailing the annex to the minutes of the meeting. Each share represented at this meeting is entitled to one vote. Voting at this meeting will be conducted online through online ballot through a web portal. The voting polls are now open for all matters to be voted in. This will allow you to choose to vote on each item of business immediately or wait until the motion has been made 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 tab at the top right of the web portal. Shareholders who have sent their proxies in 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. Okay. The first item of business at the meeting is the presentation of the financial statements for the fiscal year ended June 30, 2022. A copy of the financial statements was previously made available to shareholders, and additional copies are available upon request. I ask that the secretary attach the financial statements and the auditor's report as a schedule to the minutes of the meeting. Shareholders do not have to take any action with respect to these financial statements. We will now move on to the next order of business. We will now proceed to the election of the directors. Dye & Durham currently has 7 directors whose term will expire at the end of the meeting. The number of directors to be elected at this meeting is 7 the management information circular and in respect to Mr. Brimm, the company's press release dated November 20 of 2023 sets out the particulars of these nominees. The proposed director nominees of the company are myself, Brian Derksen, Matt Proud, Ted Prittie, Ronnie Wahi, Leslie O'Donoghue, Colleen Morehead and Peter Brimm. If elected, these amines 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 aforementioned 7 nominees as directors of Dye & Durham Limited.

Thank you. Would anyone like to second that motion?

Mr. Chairman, I second the motion.

Thank you. As there are no further nominations, I declare nominations closed. 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 until the next Annual Meeting of Shareholders or until they resign or their successors are elected or appointed.

Do I have a second for that motion?

Mr. Chairman, I second the motion.

Okay. 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 the meeting, registered shareholders and duly appointed proxy holders who have sent in their proxies or voted in person by mail, online and do not want to change their vote, do not need to take any further action. [Voting]

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 proposed 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 are -- be authorized to fix their remuneration. May I have a motion on this matter, please?

Mr. Chairman, I so move that Ernst & Young LLP be appointed as auditors 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 that portion?

I second the motion.

Okay. Thank you. We will now vote on the motion. As mentioned earlier, voting to the web portal is now open for all resolutions, including the appointment of auditors and will remain open until voting is closed at the end of the formal portion of the meeting shareholders who sent in their proxies or 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 is to consider the advisory resolution on the company's approach to executive compensation. [Voting]

A full text of the resolution to be passed at this meeting is as set out in the management information circular. The company recommends approval of this resolution. May I have a motion on this matter, please?

May I so move that the advisory resolution regarding companies approach to executive compensation in the form set out the management information circular be approved.

And do I have a second for that motion?

I second the motion.

Okay. Thank you. We will now vote on the motion. As mentioned earlier, voting to the web portal is now open on all resolutions, including the advisory resolution with respect to the company's approach on executive compensation and will remain open until voting is closed at the end of the formal part 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 vote do not need to take any further action. We'll pause now to give a chance for the voting to occur. [Voting]

Now that everyone has had an opportunity to vote, I declare the polls closed. The scrutineer has informed us that the preliminary voting report shows that each of the proposals presented for approval today were duly passed. We will be reporting the final voting results in a press release and on SEDAR filing following the meeting. Ladies and gentlemen, that concludes the formal part of our meeting. If there is no further business, I will ask for a motion to terminate the meeting.

I so move that the meeting be terminated.

And do I have a second for that motion?

I second the motion.

Thank you. We will now vote on that motion. [Voting]

I declare the motion carried, the meeting terminated. On behalf of management of the Board, I would like to thank you for attending today. Now that the formal part of the meeting has been concluded, we would be pleased to answer any questions you may have with respect to the company is performance and strategy. Please submit your questions through the web portal. We will now pause for a moment to collect any questions.

Mr. Chair, we've received no questions.

Okay. With that, I'd like to thank everyone for attending. That concludes the management question and answer period. Again, I'd like to thank everyone for attending the meeting and for your support of the company. The meeting has now concluded.

This concludes the meeting. You may now disconnect.