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

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Dye & Durham Limited. 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, the company's transfer agent and virtual meeting provider, 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. Today's meeting may contain statements which constitute forward-looking information. Actual results could differ materially from the conclusions, forecasts or projections in the forward-looking information. Certain material factors and assumptions were applied in drawing the conclusions or making the forecasts or projections as reflected in the forward-looking information. Additional information about such risks, assumptions and factors can be found in the company's Management Information Circular which is available on SEDAR+. It is now my pleasure to turn today's meeting over to Hans Gieskes. Mr. Gieskes, the floor is yours.

Thank you. Good morning, ladies and gentlemen, and welcome to the 2024 Annual General and Special Meeting of Shareholders of Dye & Durham Limited. My name is Hans Gieskes, and I'm the Chair of the Board. I'm pleased 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 or voting instruction forms in advance. Please note, this meeting is being recorded. Before we begin the formal proceedings, I'd like to briefly address the recent change to the composition of the Board. As you may know, Engine Capital LP, who together with affiliates I will refer to as Engine, and the management of the company, each put forward a slate of director candidates for election to the Board. Last Friday, Engine deposited with Dye & Durham sufficient proxies to ensure that all 6 of Engine's nominees as well as Eric Shahinian will receive more than 50% of the votes to be cast at this meeting. As a result and with a view to ensuring a smooth transition, the incumbent Board resigned and appointed myself and the following individuals to the Board: Arnaud Ajdler, Tracey Keates, Ritu Khanna, Anthony Kinnear, Sid Singh and Eric Shahinian. On behalf of the Board, I'd like to thank the shareholders of Dye & Durham for the strong mandate for change, and extend my gratitude to the outgoing directors for facilitating an orderly transition to the reconstituted Board. Further details regarding the Board transition are available in the press release today -- was issued today. Registered shareholders and duly-appointed proxy holders that are attending the meeting Monday will be able to submit questions related to the business of the meeting during the meeting. To submit questions, select the Q&A tab and type your question in the chat box at the bottom of the messaging screen and click the send button. Calling the meeting to order and appointment of the Chair of the Meeting, Secretary and Scrutineer. I now call the meeting to order. In accordance with the company's bylaws, I will act as Chair of the Meeting, and I will ask Awele Obiago to act as Secretary and David Martin of Computershare to act as Scrutineer. In order to make the best use of our time today, certain individuals have been asked to move and second motions relating to the business to be concluded at this meeting. This is not intended to limit in any way your right to participate in the meeting. Registered shareholders and duly-appointed proxy holders who wish to make comments relating to these motions may do so after the motion has been seconded. The Secretary has advised me that the notice calling the meeting together with the accompanying Management Information Circular and proxy have been sent to each intermediary and registered shareholder of record for the meeting, and has also confirmed that a quorum of shareholders is present. I have been advised by the Scrutineer that, prior to the meeting, proxies were received representing the holders of 60,585,874 shares or approximately 90% of all shares entitled to be voted. I therefore confirm that the meeting is properly constituted. I ask that the Scrutineer's report on attendance and affidavit be annexed to the minutes of the meeting. Each share represented at this meeting is entitled to 1 vote. Voting at this meeting will be conducted primarily 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 the business immediately or to wait until each 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 in proxies or otherwise voted before the meeting using a proxy or VIF, and who do not want to change their vote, do not need to take any further action. If you are a registered shareholder and/or a duly-appointed proxy holder representing multiple shareholders, you will need to click the Add Holding button and enter each invitation code you have been provided. After having entered the additional code, you'll be able to vote the same way for each shareholder you have been appointed to represent. Three, presentation of financial statements and Auditor's Report. The first item of business for the meeting is the receipt and consideration of the financial statements for the year ended June 30, 2024 together with the Auditor's Report thereon. A copy of the financial statements was previously made available to shareholders and additional copies are available upon request. I would ask that the Secretary attach the financial statements and Auditor's Report as scheduled to the minutes of the meeting. Shareholders do not have to take any action regarding the financial statements, and we will now move to the next item of business, which is for election of directors. We will now proceed with the election of directors. Dye & Durham currently has 7 directors whose term of office will expire at the end of the meeting. The number of directors to be elected at this meeting is 7. Company's management previously nominated director nominees for election. Of those nominees, only Eric Shahinian is standing for election at this meeting. As was disclosed by Dye & Durham in its Management Information Circular, the company's bylaw #1 contains advanced notice provisions relating to the nomination of directors, pursuant to which shareholders complying with its requirements are permitted to nominate directors for election at meetings of shareholders. As previously disclosed, on November 4, 2023, Engine provided Dye & Durham with a notice, as supplemented by letters dated November 5, 2024 and November 13, 2024, of its intention to nominate 6 individuals for election at the meeting, which nomination was accepted by the Board. The nominee directors put forward by Engine are: Arnaud Ajdler, Hans Gieskes, Tracey Keates, Ritu Khanna, Anthony Kinnear and Sid Singh. If elected as directors, these directors will hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the directors of the company?

I move to nominate the following 7 nominees for election as directors of Dye & Durham Limited: Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear, Sid Singh and Eric Shahinian.

Would anyone like to second this motion?

I second the motion.

As no further nominations can be made, I declare nominations closed. And we will now proceed with the election of directors. May we now have a motion for the elections of the persons who have been nominated?

I move the 7 nominee directors 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.

Would anyone like to second the motion?

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 the meeting. Registered shareholders and duly-appointed proxy holders who have sent in proxies or otherwise voted using a proxy or VIF, and who do not want to change their vote, do not need to take any further action. [Voting]

Point five, appointment of auditors. The next item of business is the appointment of auditors and the authorization of directors to fix their remuneration. The directors, on the recommendation of the Audit Committee, proposed that Ernst & Young LLP be reappointed 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. May I have a motion on this matter, please?

I so move that 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.

Would anyone like to second this motion?

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 auditors, and will remain open until voting is closed at the end of the formal portion of the meeting. Shareholders who have sent in proxies or otherwise voted using a proxy or VIF, and who do not want to change their vote, do not need to take any further action. [Voting]

Sixth, ratification of issuance of certain options. The next item of business is to consider, and if deemed advisable, pass a resolution on the ratification of the issuance of certain options. The full text of the resolution to be passed at this meeting is as set out in the Management Information Circular. The management recommends approval of this resolution. May I have a motion on this matter, please?

I so move that the resolution ratifying the issuance of certain options in the form set out in the Management Information Circular be approved.

Would anyone like to second this motion?

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 resolution with respect to the ratification of the issuance of certain options, and will remain open until voting is closed at the end of the formal portion of the meeting. Shareholders who have sent in proxies or otherwise voted using a proxy or VIF, and who do not want to change their vote, do not need to take any further action. [Voting]

Seventh, advisory resolution on the company's approach to executive compensation. The next item of business is to consider an advisory resolution on the company's approach to executive compensation. The full text of the resolution to be passed at the 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?

I so move that the advisory resolution regarding the company's approach to executive compensation in the form set out in the Management Information Circular be approved.

Would anyone like to second this motion?

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 advisory resolution with respect to the company's approach to executive compensation, and will remain open until voting is closed at the end of the formal portion of the meeting. Shareholders who have sent in proxies or otherwise voted using a proxy or VIF, and who do not want to change their vote, do not need to take any further action. [Voting]

Completion of voting. Ladies and gentlemen, the polls will remain open for a brief moment. Any registered shareholder or duly-appointed proxy holder who has not yet voted or wishes to change their vote may take the opportunity to do so now through the voting tab at the top right of the web portal. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed. The Scrutineer has informed us that the preliminary voting report shows that the following director nominees have been duly elected as directors of the company to hold office until the next Annual Meeting of Shareholders is held or until their successors are elected or appointed: Arnaud Ajdler, Hans T. Gieskes, Tracey E. Keates, Ritu Khanna, Anthony P. Kinnear, Sid Singh and Eric Shahinian. The Scrutineer has also informed us that the preliminary voting report shows that the proposals for approval today for the appointment of auditors and ratification of certain stock options have been duly passed. The advisory vote with respect to the company's approach to executive compensation has not been passed. We will be reporting the final voting results in a press release and SEDAR+ filing following the meeting. Ladies and gentlemen, this concludes the formal part of the meeting. As there is no further business to be addressed at the meeting, the meeting is hereby terminated. On behalf of management and the Board, I would like to thank you for attending today.

And ladies and gentlemen, this concludes the meeting. You may now disconnect.