GreenFirst Forest Products Inc. (GFP) Earnings Call Transcript & Summary
May 16, 2023
Earnings Call Speaker Segments
Operator
operatorGood morning, and welcome to the Annual Meeting of Shareholders of GreenFirst Forest Products. Please note that today's meeting is being recorded. I would like to turn the meeting over to the Chairman of GreenFirst, Paul Rivett. Mr. Rivett, the floor is yours.
Paul Rivett
executiveThank you, Carmen. Good morning. As Carmen said, my name is Paul Rivett, Chair and Interim Chief Executive Officer of GreenFirst. Ladies and gentlemen, welcome to the 2023 Annual Meeting of the Shareholders of GreenFirst Forest Products. Before proceeding with the business of the meeting, I would like to take this opportunity to introduce the directors and officers of the corporation: Barb Anie; Sean Willy; Larry Swets; Michael Mitchell; Rick Doman; William Harvey; Marty Proctor; and Candice Bergen; our President, Michel Lessard; our CFO, Alfred Colas; and our Chief Staff, Gwen Webster. We have a number of items of business to cover in today's meeting, as sent out in the notice of meeting. During the meeting, only questions relating to specific resolutions will be addressed, and only registered shareholders will be able to vote on the platform. You will see the voting button on the platform that will allow you to vote. If you have already submitted a proxy to Computershare indicating your vote on each item, you do not need to vote again. Nonregistered shareholders may not participate in their virtual votes, unless they have appointed themselves as proxy holder and have also registered with Computershare. I will now call the meeting to order. I will preside as Chair of this meeting; and Kathleen Skerrett of Gardiner Roberts LLP will act as Secretary of the meeting.
Kathleen Skerrett
attendeeThank you. I hereby appoint Marissa Beintema of Computershare Investor Services, Inc. to act as scrutineer for the meeting.
Paul Rivett
executiveThank you, Kathleen. The secretary has advised me that the notice calling this meeting, together with a form of proxy and management information circular have been sent to each director of the corporation, the auditors operation and each intermediary and registered holder of common shares of the corporation of record on April 6, 2023, the record date for the meeting. I will dispense with the reading of the notice of meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineer's report that there are present at this meeting, in person or by proxy, 49 shareholders representing approximately 145 million common shares, which represents approximately 81% of total number of common shares outstanding. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is duly and properly constituted for the transaction business. I direct that the confirmation of mailing of the notice of the meeting received by Computershare Investor Services, Inc., and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. In order to expedite the meeting, I have requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote through the message tab on the platform, but should hold any comments on general matters until the question period to be held following the end of the meeting. The secretary has the minutes of the last Annual Meeting of Shareholders of the corporation held on June 16, 2022, and these can be examined at any time. We will dispense with the reading of the minutes of such meeting. The first item of business is the presentation of the corporation's consolidated financial statements for the year ended December 31, 2022, and the auditor's report thereon. We will dispense with the reading of the auditor's report to the meeting. As sent out in the Management Information Circular, we will proceed with a resolution to set the number of directors to be elected at this meeting at 9. May I have a motion that the number of directors to be elected at this meeting be set at 9, please.
Unknown Attendee
attendeeI so move.
Paul Rivett
executiveThank you, Brent. May I have the motion seconded?
Gwen Webster
executiveI second the motion.
Paul Rivett
executiveThank you, Gwen. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]
Paul Rivett
executiveI have received the scrutineer's report and confirm that the resolution is passed by the requisite majority. We will now proceed with the election of directors. I declare the meeting open for nominations. In the interest of expediency, I will ask Gwen Webster, being a shareholder of the corporation, to make the nominations on behalf of the management of the corporation.
Gwen Webster
executiveI nominate those persons specified in the Management Information Circular delivered with the Notice of Meeting, namely, Paul Rivett, Barbara Anie, Candice Bergen, Rick Doman, William Harvey, Michael Mitchell, Marty Proctor, Larry Swets and Sean Willy, 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.
Paul Rivett
executiveThank you, Gwen. I confirm that no notices of nomination of directors were received in accordance with the advanced notice provisions of the corporation's articles. I therefore now declare the nominations closed. May I have a motion that the 9 persons nominated as directors of the corporation be so elected?
Unknown Attendee
attendeeI so move.
Paul Rivett
executiveThank you, Brent. May I have the motion seconded?
Gwen Webster
executiveI second the motion.
Paul Rivett
executiveThank you, Gwen. I will now call for a vote on the motion. Shareholders are entitled to vote for each individual director nominee separately. If you have not already done so, please vote on the election of each nominee. [Voting]
Paul Rivett
executiveI have received the scrutineer's report and confirm that each of the proposed directors has been elected by the requisite majority of the votes cast. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting, announced in a press release in accordance with the policy of the TSX, and filed on SEDAR. We will now proceed with the ratification of the appointment of the auditors of the corporation. May I have a motion that KPMG LLP be appointed as auditors of the 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 auditor's remuneration.
Unknown Attendee
attendeeI so move.
Paul Rivett
executiveThank you, Brent. May I have the motion seconded?
Gwen Webster
executiveI second the motion.
Paul Rivett
executiveThank you, Gwen. Is there any discussion on this matter? I will now call for a vote on the motion. If you've not already done so, please vote on this item. [Voting]
Paul Rivett
executiveI've received the scrutineer's report and confirm that the resolution has passed by the requisite majority. As described in the Management Information Circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder approval to reduce its stated capital to permit the payment of a dividend or distribution to shareholders potentially in the future. The Board of Directors of the corporation believes that the approval of the reduction in stated capital is in the best interest of the corporation. In order for the reduction in stated capital to be approved, a resolution must be passed by at least 2/3 of the votes cast at this meeting. May I have a resolution -- sorry, may I have a motion that a resolution in the form of the resolution as appearing on Page 21 of the Management Information Circular sent to the shareholders with the notice of this meeting approving the reduction in stated capital be passed as a special resolution of the corporation.
Unknown Attendee
attendeeI so move. Thank you, Brent.
Paul Rivett
executiveMay I have the motion seconded?
Gwen Webster
executiveI second the motion.
Paul Rivett
executiveThank you, Gwen. Is there any discussion on this matter? I will now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]
Paul Rivett
executiveI have received the scrutineer's report and confirm that the resolution has passed by the requisite 2/3 majority. As described in the Management Information Circular sent to shareholders with the notice of this meeting, the corporation is seeking shareholder ratification of its amended and restated shareholders rights plan dated April 5, 2023, and amended and announced on May 5, 2023, to comply with ISS recommendations. The Board of Directors of the corporation believes that the ratification of the shareholder rights plan is in the best interest of the corporation. In order for the ratification of the shareholder rights plan to be approved, a resolution must be passed by at least a majority of the shareholders as well as a majority of the independent shareholders as such term is defined in the shareholders rights plan. The corporation has determined that all shareholders meet the definition of independent shareholder and therefore, only 1 vote is required. May I have a motion that a resolution in the form of the resolution, as appearing on Page 22 of the Management Information Circular sent to the shareholders with the notice of this meeting approving the ratification of the shareholders rights plan, be passed as a resolution of the corporation?
Unknown Attendee
attendeeI so move.
Paul Rivett
executiveThank you, Brent. May I have the motion seconded?
Gwen Webster
executiveI second the motion.
Paul Rivett
executiveThank you, Gwen. Is there any discussion on this matter? We'll now call for a vote on the motion. If you have not already done so, please vote on this item. [Voting]
Paul Rivett
executiveI received the scrutineer's report and confirm that the resolution has passed by the requisite majority. Is there any other formal business that may be properly brought before this meeting? Given there is no other formal business, that concludes the formal business brought before this meeting. I now declare this meeting to be terminated. As we had our quarterly earnings call this morning, it is not necessary we'll need to do further presentation. But if anyone else would like to ask questions, we will now open the opportunity to do so. Please submit your questions, if any, in the portal. I see we have no further questions. I wish to thank you for attending this AGM and look forward to seeing you in person next year. Goodbye, and thank you very much for participating.
Operator
operatorAnd this concludes the meeting, and you may now disconnect.
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