Flow Capital Corp. (FW) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Flow Capital Corp. Annual Meeting of 2020. [Operator Instructions] I would now like to hand the conference over to your speaker, Vernon Lobo. Please go ahead.

Thank you, operator. Good afternoon and welcome to the Annual and Special Meeting of Shareholders of Flow Capital Corp. My name is Vernon Lobo. I'm a Director of the corporation and the Chairman of the Board and I will act as Chairman of this meeting. Before we begin the formal business of the meeting, I'd like to thank you for joining us today and take a moment to introduce a couple of people who are on the call with me. On the call is Gaurav Singh, the Chief Financial Officer of the Corporation; and Alex Baluta, the President and Chief Executive Officer of the corporation. Gaurav Singh will act as Secretary for today's meeting. To make the best use of our time, certain shareholders have been asked to move the resolutions, which we will consider and which are set out in the notice of meeting. We would be pleased to deal with any questions during the general question period which will follow the formal business of this meeting. And I now call this meeting to order. I have appointed Amy Kam and Jamie [ Biysk ] of Computershare Investor Services, Inc., the Corporation's registrar and transfer agent to act as Scrutineer of the meeting. The notice calling this meeting and the accompanying material have been mailed to all shareholders of the corporation, all directors and the auditor of the corporation. Additional copies of the material are available at this meeting. The Secretary of the meeting has provided me with proof of service of such mailing. Accordingly, the reading of the notice of meeting will be dispensed with. Our transfer agent, Computershare Investor Services, Inc., has attested to the proper mailing of the notice calling this meeting. There has been filed with me, proof of service of such mailing provided by the company's transfer agent and I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Prior to the commencement of the meeting, the scrutineer reported that on the basis of the registration of shareholders this morning and the proxy submitted, a quorum is present at this meeting. I have asked the scrutineer to deliver their formal report on attendance to the Secretary as soon as it is available. As notice has been mailed and a quorum is present, I declare that this meeting is duly constituted for the transaction of business. The purpose of this meeting is to deal with the matters set out in the notice of the meeting. Each shareholder of the corporation is entitled to 1 vote for each share held. Voting on all matters by registered shareholders, that is, you hold shares in your own name and not through a broker or other intermediary, and duly appointed proxy holders who have attended this meeting in person will be by ballot. For the purposes of the online portion of this meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you're asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. Due to the hybrid nature of this meeting, voting results will be provided after the completion of this meeting in order to limit the wait time for tabulating the results of votes provided. I would ask that the scrutineer compile the report regarding the results of voting on all business matters, and results will be published on SEDAR and by press release. The first item of business is the presentation of the financial statements of Flow Capital Corp. for the fiscal year ended December 31, 2019, together with the auditor's report thereon. Copies of the foregoing are available for inspection at this meeting. I propose to dispense with the reading of such statements and the report. While shareholders are not required to approve these financial statements, the financial statements and the report of the auditor is available from the Secretary for inspection by any shareholder. We would be pleased to deal with any relevant questions concerning the statements during the general question period, which will follow the formal business of this meeting. The next item of business is the election of directors. I now declare this meeting open for nominations for the election of directors to hold office for the ensuing year or until their successors are elected or appointed. I will now nominate the persons listed in the management information circular for election as directors for the coming year, each of whom has agreed to serve as a director if elected. I nominate Catherine McLeod-Seltzer, Vernon Lobo, Gordon McMillan, Alan Torrie and Michael Zych for election as directors of the corporation for the ensuing year or until their successors are elected or appointed. May I have the nomination seconded?

Mr. Chairman, I second the nomination.

Thanks. Alex, are there any further nominations? I declare the nominations closed and I will now move the confirming resolution. Resolve that all nominees are hereby elected as directors of the corporation for the ensuing year or until their successors are elected or appointed. May I have the resolution seconded?

Mr. Chairman, I second the nomination and the resolution.

Thank you, Alex. I will now move to the next item of business. The next item of business is the appointment of auditors for the current year and I will now move the confirming resolution. Resolve that Goodman & Associates LLP, chartered professional accountants, licensed public accountants are hereby appointed auditors of the corporation to hold office until the close of the next annual meeting of shareholders or until their successors are appointed and the Board of Directors is authorized to fix their remuneration. May I have the resolution seconded?

Mr. Chairman, I second the resolution.

Thanks, Alex. I will now move to the next item of business. The next item of business is to consider and, if thought fit, to pass a resolution in the form included in the management information circular, approving the current stock option plan of the corporation as described in the management information circular. A copy of the form of resolution to approve the current stock option plan was included in the management proxy circular and is also available for inspection at this meeting. I will now move to approve the current stock option plan of the corporation. I move that the current stock option plan of the corporation be approved and may I have the motion seconded?

Mr. Chairman, I second the motion.

Thanks, Alex. I will now move to the next item of business. The next item of business is to consider and if thought fit, to pass the special resolution in the form included in the amendment of the articles of the corporation to create a new class of shares. The shares are to be an unlimited number of preferred shares, issuable in series with such rights, privileges, restrictions and conditions as the directors of the corporations may -- of the corporation may determine from time to time, as more particularly described in the management information circular. A copy of the form of resolution to approve the amendment to the articles and the creation of the new class of preferred shares was included in the management proxy circular and is also available for inspection at this meeting. I will now move to approve the amendment of the articles of the corporation to create the new class of preferred shares of the corporation as more particularly described in the management information circular. I move that the amendment of the articles of the corporation and the creation of the new class of preferred shares of the corporation be approved. May I have the motion seconded?

Mr. Chairman, I second the motion.

Thanks, Alex. In order to pass, the resolution must be passed by at least 2/3 of the votes cast at this meeting and I will now move to the next item of business. The next item of business is to consider and, if thought fit, to pass a resolution in the form included in the management information circular approving a consolidation of the common shares of the corporation and then immediately following the consolidation of a share split of the newly consolidated common shares. It should be immediately following a share split of the newly consolidated common shares. If the share alteration resolution is approved, the consolidation will take place at a consolidation ratio to be selected by the Corporation's Board of Directors in its sole discretion, provided that the ratio may not exceed 1 post-consolidation share for every 25,000 preconsolidation shares. The share split of the newly consolidated shares will take place at a ratio to be selected by the corporation's Board of Directors in its sole discretion, provided that the ratio may not exceed 1 presplit share for every 12,500 post-split shares. I will now move to approve the share consolidation and subsequent split of the common shares of the corporation. I move that the share consolidation and subsequent split of the common shares of the corporation be approved. May I have the motion seconded?

Mr. Chairman, I second the motion.

Thanks, Alex. In order to pass, the resolution for the consolidation and subsequent split of the common shares of the corporation must be passed by at least 2/3 of the votes cast at this meeting. I will now move to the next item of business. As we mentioned, voting today by shareholders and duly appointed proxy holders attending this meeting online will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered shareholders and appointed proxy holders attending this meeting online. I'm going to give our folks at Computershare a second to open up the polls. It looks like they're open. So the polls are now open, and at this point, all registered shareholders and proxy holders who have properly logged in with their control numbers or user name and wish to vote, will be able to see on the screen, all motions being brought forth at this meeting. For the election of directors, online attendees, please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed Director. Shareholders and duly appointed proxy holders attending this meeting in person, please mark an x for or withheld in the desired box on the ballot form. [Voting]

For the appointment of auditors, please register your votes by selecting for or withheld buttons next to the resolution with respect to the appointment of the Goodman & Associates LLP as the company's auditors. Shareholders and duly appointed proxyholders attending this meeting in person, please mark an X, for or withheld, in the desired box on the ballot form. [Voting]

And for the remaining resolutions, online attendees, please register your votes by selecting the for or against buttons next to each of the following resolutions. Shareholders and duly appointed proxy holders attending this meeting in person, please mark an x for or against in the desired box on the ballot form: The resolution for the approval of the stock option plan; a resolution for the approval of the amendment of the corporation's articles for the creation of the new class of preferred shares; and the resolution for the approval of the share consolidation and subsequent share split of the common shares of the corporation. We will provide registered shareholders and duly appointed proxy holders who are attending this meeting online approximately 1 more minute to complete the electronic ballots. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

I'm just going to give everyone a minute to finalize their votes. And when I see the Computershares close the polls, we'll continue. [Voting]

Okay. Thank you, Computershare. So the polls are now closed. The scrutineer must collect all ballots for those attending this meeting in person and we ask everyone who received one to return it. For anyone who's physically in the meeting, please raise your hand if you've completed your ballot so that it may be collected. And the results of the votes will be presented following the completion of this meeting. I would ask that the Scrutineer compile the report regarding the results of voting on all business matters and I direct that the results of the poll be included with the minutes of the meeting. Is there any further business? As there's no further business to be brought before this meeting, I wish to thank all of you for taking the time to attend, and I move that this meeting be terminated. May I have the motion seconded?

Mr. Chairman, I second that motion.

Thanks, Alex, and I declare the motion carried and this meeting terminated. So I'd like to ask all online attendees who would like to ask a question to use the instant messaging feature of the virtual interface to do so. We will answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give online attendees a moment to type in their questions. For each question we answer, we will summarize the question and read out loud the name of the person who asked such... [Technical Difficulty]

Operator, this is Alex Baluta. We seem to have lost -- Vernon, I don't know if you can hear us, but we lost your line there. Can you hear us, Vernon?

I can hear you, yes.

Okay. Sorry, you've gone blank on us there for a second. Mr. Chairman, there has been -- there have been no questions registered. I suggest that at this time, we terminate the meeting -- end the meeting.

Okay. Well, thank you all for attending the formal part of the meeting. We appreciate it. And I guess we'll speak to you at the next investor update. Thank you very much.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect. Everyone, have a great day.