Enghouse Systems Limited (ENGH) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General Meeting of Enghouse Systems Limited. Please note the meeting will be recorded. I would like to introduce Mr. Todd May, VP and General Counsel of Enghouse Systems. Mr. May, the floor is yours.

Ladies and gentlemen, I would like to welcome all of you. I will be acting as Chairman of the meeting. I would ask that the meeting come to order. Rob Medved, Vice President, Finance of the corporation, will act as Secretary of the meeting. We are pleased to host the meeting through the virtual meeting platform accessible to all our shareholders regardless of physical location. We will only present the formal business of the corporation at the meeting and will provide an operational update on the first quarter during the conference call tomorrow. The first item of business will be the appointment of scrutineers for this meeting. With the consent of the meeting, I hereby appoint Rosa Garofalo of TSX Trust Company, the corporation's transfer agent and registrar, to act as scrutineer for purposes of this meeting. Will the Secretary please report on the mailing of the notice calling this meeting?

Mr. Chairman, I table the declaration made by TSX Trust Company to the effect that on February 9, 2024, a notice and access notice and a proxy were mailed to all registered shareholders of record at the close of business on February 1, 2024, and that those documents and certain other proxy-related materials, including the information circular for the meeting, were posted on SEDAR+ and on the website of TSX Trust Company.

Would the secretary of the meeting please report whether there is a quorum present?

I've been provided with a preliminary scrutineer's report indicating that a quorum is present. As such, I declare that this meeting has been duly convened and constituted. When the formal report of the scrutineer is available, it will be kept with the minutes of the meeting.

As the requisite quorum of shareholders is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. Questions regarding a motion can be submitted by a registered shareholder or duly appointed proxyholder using the ask a question button of the virtual platform. Only those questions relevant to the formal business of the meeting will be brought forth at today's meeting. 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 casting your vote. Voting will be conducted by online ballot, and shareholder or proxyholder who has not yet voted may do so using the voting buttons on the web portal. When you're asked to vote, click the voting button on the top left portion of your screen to register your votes. We will now proceed with the election of directors. I now declare the meeting open for nomination of 7 directors to be elected by shareholders to hold office until the close of business of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. Management nominates Stephen Sadler, Eric Demirian, Pierre Lassonde, Vivian Leung, Jane Mowat, Melissa Sonberg and Paul Stoyan for election as directors until the close of business at the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. Each nominee has confirmed that he or she is willing to stand for nomination and has provided the corporation with satisfactory evidence that he or she satisfies the eligibility requirements to act as Director. I will now ask for a formal motion for the nomination of directors.

Mr. Chairman, I nominate that each of the 7 nominees listed in the management information circular as directors.

Mr. Chairman, I second the nominations.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the election of the directors of the company, including nominating additional nominees. However, we note that proxies directing the holders to vote in favor of the 7 directors identified have been received in sufficient number to pass by a wide margin. Secretary, have we received any questions?

We have not received any questions with respect to the election of the directors of the company.

Please cast your vote on this matter, and we will move to the next matter to be voted on. [Voting]

I now present to the meeting the 2023 Annual Report, including the audited consolidated financial statements of the corporation for the year ended October 31, 2023, together with the auditor's report to the shareholders thereon. Copies of such documents have been filed on SEDAR+ and posted on the websites of the corporation and TSX Trust Company. Shareholders do not need to take any action regarding the financial statements, but we would be pleased to deal with any questions in the operational update conference tomorrow. The next item of business for which this meeting has been called is the appointment of auditors for the current fiscal year. May I have a motion for a resolution in favor of the reappointment of Ernst & Young LLP, Chartered Accountants as auditors of the corporation, please?

I move that Ernst & Young LLP, Chartered Accountants be reappointed as auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders of the corporation at a compensation to be fixed by the Board of Directors of the corporation.

Will someone second the motion?

So seconded.

I will now pause a moment to give shareholders an opportunity to raise questions or comments with respect to the appointment of the auditors. Secretary, have we received any questions?

We have not received any questions with respect to the election of the auditors of the company.

Please cast your votes on this matter, and we will move on to the next matter to be voted on. [Voting]

It is now in order to consider the advisory resolution on the approach to executive compensation described in the information circular relating to this meeting. While the say-or-pay vote is nonbinding and does not diminish the role and responsibilities of the Board, it gives shareholders an opportunity to provide important input to the Board. May I ask for a motion for a vote on the say-on-pay resolution?

So moved.

Will someone second the motion?

I second the motion.

I will now pause a moment to give shareholders an opportunity to raise questions with respect to the say-on-pay advisory resolution. Have we received any questions?

We have not received any questions with respect to the election of the -- on say-on-pay vote.

Please cast your votes on this matter. Ladies and gentlemen, the polls will remain open for a brief moment. We will pause for 10 seconds for any further voting. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls closed. We have now completed the formal part of the meeting. If there is no further business, the meeting is hereby terminated. On behalf of management and the Board, I would like to thank you for attending today, and we look forward to the operational update conference call tomorrow.

Thank you all for joining. You may now disconnect.