Finning International Inc. (FTT) Earnings Call Transcript & Summary

Okay. Thank you for repairing that. In accordance with the provisions of the Canada Business Corporations Act, we will vote on the appointment of the auditors by a show of hands. And for resolutions to approve the election of directors and the advisory vote on executive compensation, we will vote by ballot. To my knowledge, the proxies deposited in advance of the meeting are sufficient to pass each resolution to be considered today. In order to expedite our meeting formalities, either I or Dori Assaly or Kevin Parkes will move and second the required motions in our capacities as registered shareholders or proxy holders for registered shareholders of Finning. Any person who is attending this meeting as a registered shareholder or a duly appointed proxy holder may address the meeting when there is a call to discuss a motion before the meeting. Please raise your hand and when you are called upon, you may proceed to the microphone located at the back of the room. Anyone who is attending this meeting as a guest will not be able to address the meeting. After we have completed voting on the business of the meeting, Kevin will give a brief presentation, and we will then receive the results of the ballots. We will then conclude the meeting and continue with a question-and-answer session. If you have any general questions not specifically related to the matters that are being put to a vote, we ask that you hold your questions until the question-and-answer session. Now if there is no objection, I will ask our General Counsel and Corporate Secretary, Dori Assaly, to act as secretary of the meeting; and Marissa Beintema of Computershare Investor Services to act as scrutineer. I will now ask the secretary to report on the quorum for the meeting.

Mr. Chair, I am pleased to report that we have a quorum with 87 shareholders present in person or by proxy, representing 72.07% of the common shares outstanding.

Thank you. As we have a quorum and have received the affidavit of mailing from our registrar and transfer agent, I declare that this meeting is regularly called and properly constituted for the transaction of business. Before proceeding with the business of the meeting, I would like to recognize Hal Kvisle and Stuart Levenick, who are retiring from our Board of Directors today, as am I, for their contributions to the Board during their tenure. Hal served on the Board for 8 years and as Finning's Board Chair for 5 years until 2024. His strong leadership and strategic mindset helped Finning successfully navigate through the pandemic and the shifting market dynamics that have followed. Stu served on Finning's Board for 9 years. His guidance to the Board and management around key business relationships has been invaluable. He also helped guide Finning's digital strategy and served as our Audit Committee Chair for 7 years. We thank Hal and Stu for their dedication and service, and we wish them the best. Now to the business of the meeting. I will now introduce the members of our Board of Directors who are standing for reelection. And as I read out your name, perhaps you could just raise your hand to be recognized. Mary Lou Kelley of South Bend, Indiana has been a director since 2018, Mary Lou; Andrés Kuhlmann of Santiago, Chile has been a director since 2019; Kevin Parkes, our President and CEO, has been a director since 2022; Michael Putnam of Oxford, United Kingdom has been a director since 2024; John Rhind of Calgary, Alberta has been a director since 2024; and Charles Ruigrok of Calgary, Alberta has been a director since 2023; Edward Seraphim of North Vancouver, British Columbia has been a director since 2019 and is one of our designated Audit Committee experts; Manjit Sharma of Toronto, Ontario has been a director since 2022 and is one of our designated Audit Committee financial experts; and Nancy Tower of Halifax, Nova Scotia has been a director since 2022. Our first item of business is the presentation of our financial statements. A copy of the 2024 financial report, which includes Finning's financial statements for the year ended December 31, 2024, and the auditor's report is available via notice and access on our corporate website at finning.com and was mailed to shareholders who requested it. If there is no objection, we will dispense with reading the financial statements and auditor's report. We'll pause for a moment to allow for any questions. Hearing none, we will proceed to the next item of business. The first matter to be voted on is the approval of the appointment of the auditor. Your Board is recommending the reappointment of Deloitte LLP as Finning's auditor for the fiscal year 2025. Dori, will you please move the motion to approve the appointment of Deloitte LLP as Finning's auditor for fiscal 2025 with their remuneration to be determined by the Board of Directors?

Mr. Chair, I so move.

Thank you, Dori. Kevin, would you please second the motion?

Mr. Chair, I second the motion.

Thank you, Kevin. And we'll pause for a moment to allow for any questions. Hearing none, I will now call for a vote on the motion before the meeting. This motion requires a simple majority to pass. All those in favor by a show of hands, please? [Voting]

Contrary, if any? [Voting]

Passed. The motion is carried by the requisite majority. As I mentioned earlier, we have 2 matters to be voted on by ballot today. The first is the approval of the advisory vote on executive compensation. As part of Finning's commitment to strong corporate governance practices, the Board is providing shareholders the opportunity to cast an advisory vote on our approach to executive compensation. The purpose of this advisory vote is to provide our shareholders with an opportunity to indicate their acceptance of the Board's overall approach to executive compensation at Finning, which is described in the management proxy circular for this meeting. The text of the resolution to approve Finning's approach to executive compensation is set out on Page 17 of the management proxy circular and is being projected on the screen. Dori, will you please move the motion to approve this resolution?

Mr. Chair, I so move.

Thank you, Dori. In my capacity as a registered shareholder or proxy holder for a registered shareholder, I second the motion. We'll pause for a moment to allow for any questions. Hearing none, as there are no questions, I will now call for a vote on the motion before the meeting. Each shareholder or proxy holder entitled to vote on this motion has been given a ballot. If you have already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. This motion requires a simple majority to pass. [Voting]

I think -- so thank you. The final matter to be voted on by ballot is the election of directors. In accordance with Finning's bylaws, the Board of Directors has set the number of directors at 9. So today, we will elect 9 directors. In accordance with Finning's advance notice bylaw, advance notice must be provided for anyone to be nominated as a director at this meeting. As no advance notice has been received, the nominees standing for election are the 9 nominees set out in the management proxy circular, who I introduced to you earlier in this meeting and whose names are being projected on the screen. Each of these nominees is nominated for election to hold office until the next annual election of directors or until their successors are appointed. Although I will be asking for one motion to elect each of the nominees, registered shareholders and proxy holders will be able to vote for or against each individual director nominee. In accordance with the Canada Business Corporations Act, a director will be elected if they receive at least a majority of eligible votes in favor. May I have a motion to elect each of the nominees as directors of the corporation?

Mr. Chair, I so move.

Thank you, Dori. In my capacity as a registered shareholder or proxy holder for a registered shareholder, I second the motion. We'll pause for a moment to allow for any questions. As there are no questions, we will proceed to a ballot vote on the election of each of the 9 director nominees. Each shareholder or proxy holder entitled to vote on this motion has been given a ballot. If you have already voted in advance and do not wish to change your vote, no further action is required. Otherwise, please complete your ballot and it will be collected by the scrutineer. [Voting]

As all items of business have now been voted on, the results will be tabulated by the scrutineer. And while we are waiting for the results of the voting, I would ask Kevin to give his presentation. So Kevin, it's over to you. And you'll need this. Here.

Okay. Thank you, Jim, and good afternoon and welcome, everyone. Thank you for joining us at our 2025 Annual General Meeting. To begin, I'll introduce Finning's corporate officers. Greg Palaschuk, you want to give them a wave, Greg, Executive Vice President and Chief Financial Officer; Dave Primrose, Executive Vice President and Chief Development Officer; Juan Pablo Amar, Finning South America President; Tim Ferwerda, Finning Canada President; and Gary Megarrell, Finning U.K. and Ireland Managing Director. At this time, I would like to take a moment to recognize our Board members for their expertise, dedication and guidance. To our retiring Board members, Jim, Hal and Stu; as well as Vicki Avril-Groves, who retired from Finning's Board last August, you deserve a special acknowledgment. Your commitment and contribution to our company and your service has been steadfast and exemplary. Thank you so much. Before I begin my formal remarks today, I want to remind everybody that some of the information presented may be forward-looking. This forward-looking information reflects our current expectations and is subject to risks, uncertainties and other factors as discussed in our annual information form and in our MD&A. Please treat this information with caution as our actual results may differ materially from our current expectations. Today, I will touch on our successes in 2024 and talk briefly about our Q1 2025 results as well as talk about the sale of 4Refuel and ComTech, which we announced last week. Our people are at the heart of our business. And when you see the combined efforts of our 15,000 team members all supporting the shared strategy, the results are impressive. This past year, we introduced a new purpose. We call this purpose Positive Impact. This purpose is centered around our people and the work they do to make a difference to one another, our customers, our partners and the communities in which we work. Core to that Positive Impact purpose is safety. We are relentlessly pursuing our goal to prevent serious injuries and fatalities in our company. To do this work with our frontline leadership teams, they are -- we are identifying hazards, fostering a psychologically safe environment and promote continuous learning and improvement. Central to this work is having critical controls in place to keep people safe even when things go wrong. Together, we are building a stronger and more resilient organization. In 2024, we achieved a number of company records, including total net revenue, product support revenue, SG&A as a percentage of net revenue, and we also achieved substantial free cash flow. These results demonstrate our unwavering focus on our 3 strategic priorities: driving product support, full cycle resilience and sustainable growth. Turning to our most recent financial performance. We released our 2025 quarter 1 financial results yesterday, and our team delivered another excellent quarter. We are driving value through the execution of our Investor Day strategy with increasing impact. Over the last 12-month period, we have continued our growth with $10.3 billion of net revenue, including 5% product support growth. And we've also demonstrated resilience by generating $1.2 billion of free cash flow, reducing SG&A as a percentage of net revenue to 16.2%, whilst also growing our used and power businesses. Our strong start to 2025 comes at an important time with double-digit product support growth and record backlog levels in Q1 being an excellent platform to demonstrate our improved resilience and earnings capacity in 2025. We won important business with data center customers in the U.K. and Ireland and mining customers in Canada, and our backlog now includes over 100 ultra-class trucks across Canada and South America. We increased our inventory balances in Q1 to support our backlog as well as to support the solid quoting activity we have in each region. Our continued strong commitment to returning capital to shareholders, our Board approved an increase of our quarterly dividend of 10%, marking our 24th consecutive year of growth. As I mentioned, last week, we announced the sale of 4Refuel and ComTech. This decision was made after thoughtful and careful consideration of our strategic direction and our desire to focus on our core dealership operations and the investment required to continue the growth of 4Refuel and ComTech. This transaction represents an example of executing our invested capital velocity at work and it also supports the best path for 4Refuel. We would like to thank all of the 4Refuel and ComTech employees for their dedicated service and consistently strong performance, and we wish both companies well in the future. To support our refreshed corporate strategy, we added sustainability oversight to the mandate of our Chief Development Officer, Dave Primrose. We remain on track to achieve a 40% reduction in absolute Scope 1 and Scope 2 emissions by 2027 from our 2017 baseline. And we continue to focus on a number of sustainability-related topics that are most material to our organization. We plan to issue our 2024 sustainability report next month, and I encourage you all to read more about the great work that our team is doing across all regions once the report is released. As I mentioned earlier, everything we do at Finning is grounded in our purpose: to create a positive impact. We are committed to the execution of our strategy and we are building momentum. In closing, I want to thank our team, who take on the opportunities and challenges every day with energy and enthusiasm. And then I also want to thank our loyal customers, partners and shareholders for your support to Finning over the past year. With that, I'll turn the meeting back over to Jim, who'll provide the results of our shareholder votes and conclude the formal part of our meeting, before we open for questions.

Thank you, Kevin. We now have the voting results for the advisory vote on executive compensation and the election of the 9 directors. I will ask Dori to provide the voting results.

Mr. Chair, the scrutineer's report for the approval of Finning's approach to executive compensation, we have 95.78% of eligible votes in favor and 4.22% against. And all directors were elected individually with each director receiving at least 98.25% of eligible votes in favor.

Thank you, Dori. I declare the resolutions carried by the required simple majority, and I confirm that all of the nominees for election as directors of the corporation received more votes for their election than votes against, and therefore, the nominees are declared elected as directors. There being no further business, this concludes the formal portion of our meeting, and I now declare the annual meeting concluded. I will now open the floor for questions from shareholders, and please raise your hand if you have a question. And when you are called upon, proceed to the microphone. It looks like we're not going to have any questions. And...

There is one [indiscernible]

Okay.

Thank you, Mr. Chair. I only have a comment rather than a question, if you will indulge me for a second. My name is Emma Pullman, and I am here on behalf of the BC General Employees Union, a long-term Finning shareholder. And as a long-term shareholder, we look to the companies that we own to manage and address human rights risks and impacts in demonstration of strong risk oversight and sound corporate governance. And the gold standard in that regard is the United Nations Guiding Principles on Business and Human Rights. Our engagement with Finning in the last year prompted a process to review these practices, working with ERM, Board, management and -- to consider the appropriate approach that Finning should take. And I just want to take this opportunity to publicly commend you for completing this review and for choosing to align with the UNGPs. I understand that it is an incredible achievement and took no small amount of work to get to. And I acknowledge in particular, Dori in this regard, and I'm sure many others in this room. I understand there's going to be more to disclose in the coming weeks, but I really do appreciate the respectful and responsive engagement, and I truly want to thank you.

Thank you, Emma.

Thank you very much for that acknowledgment. There was an awful lot of work that went into it. It's the right thing to do, so thanks. Are there any other questions? Hearing none, then that concludes our question-and-answer session. We appreciate the strong show of support seen today. On behalf of Finning and its Board of Directors, we thank you for joining us. And as soon as I can flip this last page -- it's a hard job. Thank you all very much, and I think the meeting is over.

Yes. Thank you.

So great. Thank you for attending.

Thank you, Jim.