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

Hello, and welcome to the Annual Meeting of Shareholders of ECN Capital Corp. Please note that today's meeting is being recorded. During the meeting, you can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Jacqueline Weber. Ms. Weber, the floor is yours.

Good morning. My name is Jacqueline Weber. I'm the Chief Financial Officer 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 risk and uncertainty that may cause actual results to differ materially. I would direct you to the detailed discussion of assumptions and risk factors set out in our annual information form and related management discussion and analysis, for the financial year ended December 31, 2023. I will now turn the meeting over to our Chairman, Bill Lovatt.

Thank you, Jackie. 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 proceeding through our annual business at today's meeting. And with your consent, I will serve as chair of today's meeting. We are holding today's meeting in a virtual-only format, which is accessible to all registered shareholders and duly appointed proxy holders with a control number and allows them to participate, vote and submit questions regardless of physical location. 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 the various locations. I'll also pause at certain points during the meeting to provide an opportunity to vote or respond to the questions on the presented motions. I will now call the meeting to order. I will preside as Chair of the meeting. I will ask Jacqueline Weber, Chief Financial Officer, to act as Secretary of the meeting. 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 2023 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 corporation's approach to executive compensation. We expect that the vast majority of all votes will have been cast in advance of the meeting by proxy. That said, registered voters and duly appointed proxy holders who have been issued control numbers are able 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 matter proposed for a vote, I encourage shareholders who have specific questions on a formal item 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 proxy holders with a control number can submit questions by clicking on the Q&A icon, typing in, and submitting their questions. Relevant questions will be addressed prior to voting on the applicable motion. Questions that are similar in nature or repetitive will be grouped together and addressed in a single response. And if we are unable to answer your question during this meeting, your question is not specifically related to the motion being voted upon, a member of our team will follow up with you after the meeting as appropriate. Any questions pertinent to the formal business of the meeting that cannot be answered due to time constraints will be posted online and answered after the meeting and will remain available for 1 week after posting. I hereby appoint Melody Tong and Krish Inka Seno of Computershare Investor Services to act as scrutineers for the meeting. I confirm that the notice of meeting together with the form of proxy and management information circular and the financial statements of ECN Capital as at and for the year -- for the fiscal year ended December 31, 2023, and the auditor's report thereon have been sent to each Director of the corporation, the auditors of the corporation and each requesting shareholder of the common shares or Series E preferred shares of the corporation on April 23, 2024, the record date for this meeting. The scrutineers have provided me with a preliminary report regarding shareholder attendance at the meeting. Scrutineers report that there are present at this meeting in person or by proxy, 50 shareholders holding 218,895,177 common shares. This represents more than 77% of our outstanding shares. We thank our shareholders for your strong show of support today. I'm advised by the scrutineers that all ballots have already been submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at the meeting. Based on the preliminary report from the scrutineers of the proxies and the ballots received, all items of business today have received more than 97% of votes in favor. Accordingly, for expediency, we will move through the motions, resolutions and any relevant questions quickly. I declare 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 scrutineers' 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 2023 financial statements and the auditor's report thereon. We will dispense with the reading of the auditor's report to the meeting. Our next item of business 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 Algis Vaitonis to make the nomination 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, David Morris, Carol Goldman, Karen Martin and Tawn Kelly 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, Algis. In accordance with the advanced notice provisions of our bylaws, no further nominations may be made at this time. Therefore, I declare the nominations closed. I request a motion that the 7 persons nominated as directors of the corporation be so elected.

My name is Jacqueline Weber, and I so move.

Thank you, Jackie. May I have the motion seconded?

Mr. Chairman, my name is David Toswell, I am a shareholder, and I second the motion.

Thank you, David. Before I call for a vote on the motion, have we any questions relating specifically to the item being received. As a reminder, registered shareholders and duly appointed proxy holders with a control number who have logged in using such a control number may submit questions by clicking on the Q&A icon, typing in and submitting their questions.

Mr. Chairman, 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 manner 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 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 release in accordance with the rules of the TSX. We will now move to the reappointment of auditors. May I have a motion that Ernst & Young LLP be reappointed as auditors of 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.

I so move.

Thank you, Jackie. May I have the motion seconded?

I second the motion, Mr. Chairman.

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

Mr. Chairman, 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. Polls related to this 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 and all other matters will be filed and reported after the meeting. We 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 Corporate Governance Committee look at compensation in the future. This advisory resolution is set out on Page 22 of the Management Information Circular under Item 4. May I have a motion on the advisory resolution.

I so move.

Thank you, Jackie. May I have the motion be seconded.

I second the motion.

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

Mr. Chairman, 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 polls relating to this 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. 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 the meeting to be terminated.

This concludes the meeting. You may now disconnect.