ECN Capital Corp. (ECN) Earnings Call Transcript & Summary

Good morning. My name is Mary Beth Koenig. I am the Chief Legal Officer, General Counsel and Corporate Secretary of ECN Capital Corp. I would like to provide the usual caution that to the extent we make forward-looking statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions and are subject to risks and uncertainty that may cause actual results to vary. I would direct you to the detailed discussion of risk factors set out in our AIF and in our fiscal 2020 MD&A. I will now turn the meeting over to our Chairman, Mr. Bill Lovatt.

Thank you, Mary Beth. Good morning, ladies and gentlemen. My name is Bill Lovatt. I'm Chairman of the Board. We have members of our Board of Directors and management in attendance virtually today. We look forward to proceed through our annual business at today's meeting. With your consent, I will serve as Chair of today's meeting. Joining us virtually from ECN's management team, in addition to Mary Beth, are Steve Hudson, Chief Executive Officer; and Michael Lepore, Chief Financial Officer. This year, in light of the continuing COVID-19 pandemic and government recommendations and to mitigate the risk to the health and safety of our communities, shareholders, employees and other stakeholders, we're holding today's meeting in a virtually only format, which is accessible to all registered shareholders and duly appointed proxyholders with a control number regardless of your physical location to participate and vote. Although we always look forward to engaging in person with our shareholders at our annual shareholders meeting, due to the ongoing COVID-19 pandemic and government-mandated restrictions on in-person gatherings, we had to provide a safer alternative. We look forward to meeting you again in person when it will be safe and permitted to do so, which we hope will and we expect it to be at our 2022 meeting. Holding our meeting virtually means that there are some differences from our meeting -- the way our meeting is usually conducted. However, our goal is to replicate as best as we can the experience you would have if we were meeting in person. The individuals who will be speaking today are not all in the same physical location. For this reason, I may pause from time to time to allow coordination from various locations. I will also pause at certain points in the meeting to provide the opportunity to vote or to respond to questions on the presented motions. I will now call the meeting to order. I will preside as the Chair of the meeting, and I will ask Mary Beth Koenig, Chief Legal Officer, General Counsel and Corporate Secretary, to act as secretary of the meeting. I will follow the agenda for the meeting displayed on your screen. First, we will call the meeting to order and go through the procedural matters, then we have 4 matters of formal business to conduct today: first, the presentation of our 2020 audited financial statements; second, the election of directors; third, the reappointment of the corporation's auditors; and fourth, consideration of the advisory resolution on the corporate's approach to executive compensation. Following the meeting, we will have a question-and-answer session. We expect the vast majority of all votes will have been cast in advance of the meeting by proxy. That said, registered shareholders and proxyholders who have been issued control numbers will be allowed to vote online at the meeting in accordance with the instructions to be provided. Given the virtual format of the meeting and in order for us to expediently undertake discussion on any matters proposed for a vote, we would encourage shareholders who have specific questions on formal items of business to submit such questions now, clearly identifying the applicable item of formal business as well as your name and contact information. Registered shareholders and duly appointed proxyholders with a control number can do so by clicking on the Ask a Question icon, typing in and submitting their questions. These questions will be addressed prior to the voting on the applicable motion. Following the meeting, management will respond to questions on the business of the corporation, not specifically relating to an item of business to be discussed at today's meeting. Feel free to submit those questions at any time, and they will be considered at the conclusion of the meeting. Questions that are similar in nature or repetitive will be grouped together and addressed in a single response. When asking a question, please indicate your name, confirm that you are a shareholder and provide your contact information. If we are unable to answer your question during the meeting, a member of our team will follow up with you after the meeting. Questions relating to individual matters will also be addressed personally by a member of our team following the meeting. I hereby appoint Kate Stevens of Computershare Investor Services to act as the scrutineer for the meeting. I confirm that the Notice of the Meeting, together with the form of proxy and the Management Information Circular and the financial statements of ECN as at the end of the fiscal year ended December 31, 2020, and the auditors' report thereon have been sent to each Director of the corporation, the auditors of the corporation and each requesting shareholder of common shares of the company on February 23, the record date for the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineer reports that there are present at this meeting in person or by proxy 56 shareholders holding 198,727,372 common shares. This represents more than 81% of our outstanding shares. An 81% turnout is a very high number for any shareholders meeting and particularly so in this unprecedented time. So we thank our shareholders for your strong show of support today. I'm advised by the scrutineers that all ballots have been already submitted by duly appointed proxyholders and registered shareholders who are entitled to vote at the meeting. As well, based on the preliminary report from the scrutineer of the proxies and the ballots received, all of the business items today have received more than 90% of votes in favor. Accordingly, for expediency, we will move through the motions and the resolutions quickly. I declare that the requisite quorum of shareholders is present. And I 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 received by Computershare and the scrutineer's complete report on attendance to be annexed to the minutes of the meeting as a schedule. The first item of business is the presentation of the corporation's consolidated 2020 financial statements and the auditors' report thereon. We will dispense with the reading of the auditors' report to the meeting. If any registered shareholder or duly appointed proxyholder with a control number has questions relating to the corporation's consolidated 2020 financial statements, these questions can be submitted at any time and will be addressed after the formal business of the meeting is concluded. Our next item is the election of directors. We have 7 directors to be elected, and I now declare the meeting open for nominations. In the interest of expediency, I will ask Michael Lepore to make the nominations on behalf of the management of the corporation.

Mr. Chair, I nominate those persons specified in the Management Information Circular delivered with the Notice of Meeting, namely: William Lovatt, Steven Hudson, Paul Stoyan, Pierre Lortie, David Morris, Carol Goldman and Karen Martin to serve as Directors of the corporation, to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

Thank you, Michael. In accordance with the advanced notice provisions of our bylaws, no further nominations may be made at this meeting at this time. I therefore declare the nominations closed. I request a motion that the 7 persons nominated as Directors of the corporation be so elected.

My name is Mary Beth Koenig, and I so move.

Thank you, Mary Beth. May I have the motion seconded?

My name is [ David Taswell ], and I second the motion.

Thank you, [ David ]. Before I call for a vote on the motion, have any questions relating specifically to this item been received? As a reminder, registered shareholders and duly appointed proxyholders with a control number who have logged in using such control number may submit questions by clicking on the Ask a Question icon, typing in and submitting their questions.

Mr. Chair, this is [ Michael Hickey ], moderator for the meeting. I can confirm that we have received no questions.

Thank you, [ Mike ]. We will conduct the vote on the matter before us by online ballot. The poll relating to the specific motion will close in 15 seconds. [Voting]

I confirm the polls are now closed. Based on the preliminary voting results, I declare all those nominated to be elected to serve as directors of the corporation, to hold office until the next annual meeting of shareholders of the corporation. Individual voting results for each nominee based on proxies and votes received at the meeting will be set out in our corporate filings after the meeting and the results press released in accordance with the rules of TSX. We'll now move to the reappointment of auditors. May I have a motion that Ernst & Young LLP be reappointed as the auditors of the corporation until the next annual meeting of shareholders or until a successor is appointed? And that the Board of Directors are authorized to fix the auditors' remuneration.

My name is Mary Beth Koenig, and I so move.

Thank you, Mary Beth. May I have the motion seconded?

My name is [ David Taswell ]. I second the motion.

Thank you, [ David ]. Before I call for a vote on the motion, have any questions relating specifically to this item been received?

Mr. Chair, this is [ Michael Hickey ], moderator for the meeting. I confirm that we have not received any questions from shareholders specifically on this item.

Thank you, [ Michael ]. We will conduct the vote on the matter before us by online ballot. The poll relating to the specific motion will close in 15 seconds. [Voting]

I confirm the polls are now closed. Based on the preliminary voting results, I declare the motion carried. Our voting results on this motion will be filed and reported -- will be reported on after the meeting and will be based upon the proxies and votes received at the meeting. We'll now move to consideration of the advisory resolution on the corporation's approach to executive compensation. As described in the Management Information Circular sent to shareholders with the notice of this meeting, shareholders are asked to approve the resolution on the corporation's approach to executive compensation. This vote is advisory only and nonbinding on the corporation and the Board. However, it will influence how the Board and the Compensation and Governance Committee look at compensation in the future. This advisory resolution is set out on Page 8 of the Management Information Circular under item 4. May I have a motion on the advisory resolution?

My name is Mary Beth Koenig, and I so move.

Thank you, Mary Beth. May I have the motion seconded?

Mr. Chairman, this is [ David Taswell ]. I second the motion.

Thank you, [ David ]. Before I call for a vote on the motion, have any questions relating specifically to this item been received?

Mr. Chair, this is [ Michael Hickey ], moderator for the meeting. I can confirm that we have not received any questions from shareholders specifically on this item.

Thank you, [ Michael ]. We will conduct the vote on this matter before us by online ballot. The polls relating to the specific motion will close in 15 seconds. [Voting]

I confirm the polls are now closed. Based on the preliminary voting results, I declare the motion carried. Our voting results on say on pay to be filed and reported on after the meeting will be based on proxies and votes received at the meeting. That concludes the formal business brought before the meeting. There being no further business, I wish to thank you for attending, and I now declare this meeting to be terminated. Management will now briefly address any general questions not related directly to the formal business of the meeting.

Mr. Chair, this is [ Michael Hickey ], moderator for the meeting. I can confirm that we have not received any other questions from shareholders.

Thank you, [ Michael ]. Please note that a representative of the corporation will respond directly to those shareholders and duly appointed proxyholders who raised questions relating to individual matters. Thank you for your attendance and participation at today's meeting. We hope that you continue to stay safe, and we look forward to an in-person meeting at this time next year.