Hammond Power Solutions Inc. (HPSA) Earnings Call Transcript & Summary

[Audio Gap] This is a preamble to the meeting at such extraordinary times. And so that's our Annual General Meeting this year is the core meeting, the business part of the meeting. So it's quite the -- a quite short meeting. For any shareholders, we had press released out that when there's not a formal presentation, after the meeting, we had suggested that they contact Dawn Henderson, our Manager of Investor Relations, and then we would set up a personal call or a call available to questions that you may have if you would like that. So again, that would be Dawn Henderson, Manager, Investor Relations, (519) 822-2060, extension 414, and it's on the website as well. Okay. Bill?

Good afternoon to all. I would like to welcome everyone to the Virtual Annual General Meeting of Shareholders of Hammond Power Solutions Inc. I'm Bill Hammond, Chairman and CEO of the company, and at this time, I would like to call the [ meeting to order ]. I hope everyone has been staying safe during these unprecedented times. HPS is pleased to be able to host today's meeting via audio conference, which is accessible to all of our shareholders regardless of physical location. I would first like to acknowledge the existing directors and officers of the company. Our current directors, all of whom are standing for election to the Board today and joining us virtually along with myself, are Mr. David FitzGibbon, Ms. Dahra Granovsky, Mr. Don MacAdam, Grant Robinson, Mr. Fred Jaques, Ms. Anne Marie Turnbull and Mr. David Wood. I would like to especially acknowledge and thank Mr. Dick Waterman, who is retiring from the Board, for his past 6 years of service. Unfortunately, this forum does not honor Dick as well as certainly we would like to, as well as his contributions, but we will be doing so later with the Board to again acknowledge his past 6 years of service. And finally, I would like to virtually introduce the Chief Financial Officer and Corporate Secretary of the company, Mr. Chris Huether. Now I would like to proceed with the more formal portion of the meeting. I will act as Chairman of the meeting and ask Chris Huether to act as Secretary of the meeting. Louise Waltenbury of Computershare Investor Services will act as Scrutineer for the meeting. The notice calling this meeting of shareholders, the information circular, the form of proxy and the annual report, including financial statements, were mailed on April 7, 2020, to all shareholders of record on March 30, 2020. As everyone has received a copy of the notice calling this annual meeting of the shareholders, would someone move that the reading of the notice be dispensed with?

I so move.

Thank you. Would someone please second the motion?

I second the motion.

Thank you. All in favor, say aye. [Voting]

[ Any opposed ], say no. There is a statutory declaration attesting to the due meeting -- or due mailing of the notice of this Annual General Meeting. It will be available upon request. Chris, would you please read the Scrutineer's report?

The Scrutineer's report shows that there is 1 shareholder virtually representing 1,700 Class A shares, and there are 83 proxies representing 9,038,698 Class A and Class B shares, for a total representation in person and by proxy of 17,373,598 Class A and Class B votes, which represents 86.52% of the total number of votes outstanding.

Based on the Scrutineer's report, proxies were received from a sufficient number of shareholders to constitute a quorum.

Joining the meeting.

[ Darcy Luxton ].

I therefore declare this meeting to be regularly called and properly constituted for the transaction of business. Unless a ballot is demanded with respect to any particular matter, votes on such matters will be conducted by a voice vote aye or no. Before proceeding with the first item of business, the minutes of the Annual Meeting of Shareholders of Hammond Power Solutions Inc. held May 15, 2019, should be approved. A copy of the minutes is available for inspection by any shareholder upon request. May I have a motion that the minutes of the Annual Meeting of Shareholders held the May 15, 2019, as presented to this meeting be approved?

I so move.

Thank you. Would someone please second the motion?

I second the motion.

Thank you. All in favor, say aye. [Voting]

Any opposed, no. I declare the motion carried. Since copies of the auditors' report, the financial statements and [ notes to the ] consolidated financial statements for the period ending December 31, 2019, were included in the 2019 annual report that was mailed to all shareholders who requested them and which have also been publicly filed, would someone motion [indiscernible] with the reading [ of minutes ]?

Joining the meeting.

[ Seb Vault ].

I so move.

Thank you. Would someone please second the motion?

I second the motion.

Thank you. All in favor, say aye. [Voting]

[ Any opposed ], say no. The next item of business is the election of the directors of the company. I now [ calls to the ] nomination of each of the 8 individuals nominated by management as set out in the information circular.

Sir, I nominate William G. Hammond, Donald H. MacAdam, Grant C. Robinson, David J. FitzGibbon, Dahra Granovsky, Fred Jaques, Anne Marie Turnbull and David Wood.

Thank you. Are there any further nominations? I declare the nominations closed. May I have a motion regarding the approval of the nominated directors as set out in the [indiscernible]?

I move that the nominated for directors be elected as directors of the company [ as set out by the actual proxy material ].

Anyone, second the motion, please.

I second the motion.

Thank you. All in favor, say aye. [Voting]

Any opposed, say no. I declare this motion carried. Each of the directors elected will serve as director of the company and hold office until the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed. The next matter of business is to appoint the auditors of the company. Will David FitzGibbon, Chair of the Audit Committee, move that KPMG chartered accountants be reappointed as auditors of the company for the ensuing year and serve at such remuneration as may be approved by the Board of Directors?

I so move.

Thank you. Would someone please second the motion?

I second the motion.

Thank you. All in favor, say aye. [Voting]

Any opposed, say no. I declare the motion carried. This concludes the formal meeting. May I have a motion to terminate the meeting?

I so move.

Thank you. Would someone please second the motion?

I second the motion.

Thank you. All in favor, say aye. [Voting]

Any opposed, say no. I declare the motion carried. We thank you for your virtual attendance today and look forward to getting past this pandemic along with the rest of the world. And if I may emphasize that the intention of this meeting was not to do a detailed presentation for outside shareholders. Our intent is, if you would like, to please contact Dawn Henderson. Her contact information is on our website, under the Investor Relations tab. And we will very definitely line up a phone conference call with you individually to answer any questions that you might have with regards to our performance during the first quarter as well as how general business conditions may look to us in these very uncertain times. Again, we apologize for the need to arrange this annual meeting in this format. This is what the vast majority of public companies are doing in order to maintain a safe distance. And we look forward to talking to any of you individually after the meeting. And we look forward to finishing out a challenging 2020. Thank you to all.

Thank you.

Okay. That's the end of the meeting. Thank you.

The host has left the meeting. So at this time, the meeting will come to an end. Thank you, and good bye.