Goodfood Market Corp. (FOOD) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual General Meeting of Goodfood Market Corp. Please note, the meeting will be recorded. Mr. Ferrari, the floor is yours.

Good morning. My name is Jonathan Ferrari, and I'm the Co-Founder, CEO and Chairman of Goodfood Market Corp. and a candidate for election as Director. Welcome to the 2024 Annual Meeting of the Shareholders of Goodfood. This meeting is virtual only, being webcast live, and the webcast will be posted on our website for a period of time after the meeting. Welcome to all of our shareholders. [Foreign Language]. We have the following matters of business to conduct today: one, to receive the audited consolidated financial statements of the company for the fiscal year ended September 7, 2024, and the auditor's report thereon; two, to elect directors; three, to appoint auditors and authorize directors to fix their remuneration; four, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. During today's meeting, officers and directors of Goodfood in their presentations or in answering questions may make a statement with forward looking statements for the purpose of applicable securities law. Forward-looking statements are not asssurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievement of Goodfood and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. Please refer to Goodfood's AIF for a list of assumptions and factors in making forward-looking statements. Shareholders should consult a more detailed discussion of these and risk factors relating to Goodfood in its business and Goodfood's recent AIF and management discussion and analysis. Forward-looking statements are based on the management's beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. Goodfood does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. I'd like to begin the meeting by introducing the current members of the corporation's Board of Directors who are present. Joining me today are Neil Cuggy, President and COO and Director; John Khabbaz, Director; Donald Olds, Lead Director; and Terry Yanofsky, Director and Chair of the GHRC Committee. We also have a number of the corporation's officers here with us. Joining me today are Ross Aouameur, CFO; Bipasha Chiu, Chief Technology Officer; and Jennifer Stahlke, Chief Customer Officer. Ross Aouameur, CFO, will serve as secretary of the meeting and record the proceedings. The Secretary has delivered an affidavit of TSX Trust, the registrar and transfer agent for our common shares as to the distribution of the notice of the meeting, which states that on December 19, 2024, the notice of the meeting, together with the notice of electronic availability of meeting materials and proxy was distributed to all shareholders of record as of the close of business on December 2, 2024, and the record date for the meeting. Unless there is an objection, I will dispense with reading the notice of the meeting. This affidavit is available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Additional copies of the note proxy form and circular are also available at the meeting. Ross will now discuss the procedures for transacting the business of the meeting.

Good morning. To facilitate the meeting, the corporation has requested that Neil Cuggy, President and COO of Goodfood and myself, CFO of Goodfood in our respective capacity to shareholders, make and second the formal motions. Neil will make the formal motions, and I will second the formal motions. You may all be familiar with the procedure for virtual meeting. However, please note that the instructions on how to exercise your voting rights or ask questions during the meeting are displayed on your screen for ease of reference. We would like to remind you that registered shareholders and registered proxy holders are the only persons entitled to vote or ask questions during the meeting. We will conduct the votes on all matters before us by poll using the online platform. The poll will be opened for all motions and resolutions at the same time. This will allow you to choose to vote on each motion and resolution immediately or to wait until the conclusion of discussion prior to casting your vote. Once the discussion on all items of the business has concluded, I will give you a minute to enter your votes and then declare voting closed on all resolutions. If you have already voted by proxy, it is not necessary to vote again. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. Shareholders and duly imported proxy holders may submit questions during the meeting using the ask a question field provided in the web portal. Guests will be able to participate in the meeting, but are not able to submit questions or vote. Questions may be submitted at any point during the meeting, but must be submitted prior to the commencement of voting on the matter to which they relate. All questions relating to a matter subject to the votes at the meeting that are deemed to be appropriate and directly related to such matter will be addressed prior to the closing of voting on such matters. And I now declare the polls open on all resolutions. Following termination of the formal business of the meeting and time permitting, the company will address any appropriate general questions received from shareholders and duly appointed proxy holders regarding the company. In order to facilitate a respectable and effective meeting, only questions of general interest to all shareholders will be answered. To ensure the meeting is considered in a manner that it's fair to our shareholders, the Chair of the meeting may exercise broad discretion in responding to questions, including the order in which the questions are answered to grouping or editing of the questions and the amount of time devoted to any question.

A quorum for a meeting of shareholders as specified in the corporation's bylaws is two or more persons present in person or represented by proxy and holding not less than 25% plus 1 of the aggregate number of votes attached to all the voting shares for such meeting. The scrutineers have provided me with the report on attendance, which indicates that there are present at this meeting in person or represented by proxy, 35,144,424 common shares of the corporation. I hereby declare that the requisite quorum of shareholders is present, and this meeting is duly and properly constituted for the transaction of business. I also direct that a copy of the scrutineer's report on attendance be attached to the minutes of this meeting. Thank you, Ross. With the consent of the meeting, I show a point Julien Lavalliere of TSX Trust, Goodfood's Registrar and Transfer Agent to act as scrutineer of the meeting. The scrutineers have the shareholder list of the corporation as of the close of business on December 2, 2024, the record date for determining shareholders eligible to vote at the meeting. This list is available for any shareholder who wishes to examine it. The first item of business is the presentation of the corporation's annual consolidated financial statements and the auditor's report thereon. Unless there are any objections, I will dispense with the reading of the auditor's report. The audited consolidated financial statements of the company for the fiscal year ended September 7, 2024, along with the auditor's report are available under Goodfood's profile at the links displayed on the slide. For your convenience, we've also included a QR code on the slides that directs you to Goodfood's Investor Relations website, allowing you to access these documents quickly and easily. The next item of business is the election of 5 directors of the corporation. The management information circular made available to you listed Goodfood's director nominees. The candidates for director who have been nominated to serve as directors by the corporation's GHRC Committee were presented in Goodfood's management proxy circular distributed to shareholders and are listed on the screen. In accordance with the bylaws of the corporation, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nomination for directors closed. A motion to elect 5 directors as described in the management information circular is now in order.

My name is Neil Cuggy, I am a shareholder. I hereby move that each of Jonathan Ferrari, Neil Cuggy, Donald Olds, John Khabbaz and Terry Yanofsky be elected as directors to serve until the next Annual Meeting of Shareholders or until their respective successor is elected or appointed.

Does anyone second the motion?

My name is Ross Aouameur I am a shareholder. I second the motion.

Are there any questions or comments on this motion? There being none, I will now call for a vote on the motion. Any shareholders desiring to vote should do so at this time. To cast your vote, click the voting icon on the left-hand side of the virtual meeting platform, select your voting direction from the options displayed on your screen, and click submit. A confirmation message will appear once your vote has been received. If you have additional control numbers to vote, click at the top of the screen to enter your additional credentials and cast those votes. You may change your vote by simply clicking your new selection. Voting will remain open until I announce the ballot is officially closed. At that point, no further votes will be accepted and the results will be tallied. [Voting]

The next item of business is the reappointment of KPMG LLP as the corporation's auditors until the next Annual Meeting of Shareholders or until a successor is appointed and to authorize the Board of Directors to fix the auditor's remuneration. KPMG LLP have been Goodfood's auditors since June 1, 2017. May I have a motion for the reappointment of KPMG as the corporation's auditors until the next Annual Meeting of Shareholders or until a successor is appointed and to announce the Board of Directors to fix the auditor's remuneration.

My name is Neil Cuggy, and I am a shareholder. I hereby move that KPMG be reappointed as the corporation's auditors until the next Annual Meeting of Shareholders or until a successor is appointed at a remuneration to be fixed and approved by the Board of Directors of the corporation.

Does anyone second the motion?

My name is Ross Aouameur, and I'm a shareholder. I second the motion.

Are there any questions or comments on this motion? There being none, I will now call for a vote on the motion. Any shareholders desiring to vote should do so at this time. You may cast your vote using the same instructions as before, and may change your vote by simply clicking your new selection. Voting will remain open until I announce the ballot is officially closed. At that point, no further votes will be accepted and the results will be tallied. [Voting]

I now declare the voting closed. No further votes will be accepted. The results of the ballot will be tallied and the report of the scrutineers will be shared with us shortly. Once received, we will announce the results via press release. This completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, I will call for a motion to terminate the meeting.

My name is Neil Cuggy, and I am a shareholder. I hereby move that move that this meeting be terminated.

My name is Ross Aouameur, and I am a shareholder. I second the motion.

The motion has been carried. I hereby declare the formal business of this Annual General Meeting of Shareholders to be concluded. I would like to take this opportunity to thank you for your attendance and interest.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.