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

Good day, and welcome to the Hammond Power Solutions Annual General Meeting. This conference is being recorded. [Operator Instructions] And at this time, I'd like to turn the conference over to Bill Hammond. Please go ahead.

Thank you. Good afternoon. I would like to welcome everyone to the Virtual Annual General Meeting of shareholders of Hammond Power Solutions Inc. I am Bill Hammond, Chairman and CEO of the company. And at this time, I would like to call the meeting to order. It is my sincere hope that 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. This meeting is being moderated by a live operator who will assist shareholders during the question-and-answer period immediately following the formal business portion of the meeting. [Operator Instructions]. I would like to acknowledge the directors and officers of the company. Our directors who are standing for election to the Board today and joining us virtually, along with myself, are Mr. David FitzGibbon, Ms. Dahra Granovsky, Mr. Grant Robinson, Mr. Fred Jaques, Ms. Anne Marie Turnbull and Mr. David Wood. And finally, I would like to virtually introduce the Chief Financial Officer and Corporate Secretary of the company, Mr. Richard Vollering. Now I would like to proceed with the more formal portion of the meeting. I will act as Chairman of the meeting, and I ask Richard Vollering 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 6, 2022, to all shareholders of record on March 28, 2022. 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.

Would someone second the motion?

I second the motion.

All in favor, say aye. [Voting]

Any opposed, say no. [Voting]

I declare the motion carried. There is a statutory declaration attesting to the due mailing of the notice of this annual general meeting that will be available upon request. Richard, would you please read the scrutineers' report?

The scrutineers' report shows that there are 3 shareholders virtually representing 90,000 Class A shares and that there are 68 proxies representing 7,699,059 Class A and Class B shares for a total representation in person and by proxy of 16,123,959 Class A and Class B votes, which represents 79.96% of the total number of votes outstanding.

Thank you. Based on the scrutineer's report, proxies were received from a sufficient number of shareholders to constitute a quorum. 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 13, 2021, 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 on May 13, 2021, as presented to this meeting be approved?

I so move.

Would someone second the motion?

I second that motion.

All in favor, say aye. [Voting]

Any opposed, say no. The motion is carried. Since copies of the auditor's report, the financial statements and notes consolidated financial statements for the period ending December 31, 2021, were included in the 2021 annual report that was mailed to all shareholders who requested them and which have also been publicly filed, would someone motion that we dispense with the reading of these?

I so move.

Would someone please second the motion?

I second the motion.

All in favor, say aye. [Voting]

Any opposed, say no. I declare the motion carried. The next item of business is the election of the directors of the company. I now call for the nomination of each of the 7 individuals nominated by management as set out in the information circular.

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

Are there any further nominations? I declare the nominations closed. May I have a motion regarding the approval of each of the nominated directors as set out in the form of proxy?

I move that each of the nominated directors be elected as directors of the company as set out in the form of proxy.

Would someone second the motion?

I second the motion.

All in favor, say aye. [Voting]

Any opposed, say no. I declare the 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. Would 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.

Would someone second the motion?

I second that motion.

All in favor, say aye. [Voting]

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

I so move.

Would someone second the motion?

I second that motion.

All in favor, say aye. [Voting]

Any opposed, say no. I declare the motion carried. Before ending our proceedings and opening it up for any questions that you might have, I would like to take a few minutes to acknowledge and thank the Board of Directors, the management team and the employees of Hammond Power Solutions for their incredible support and efforts over the last 2 years. During the last 40 years, I have never seen the multiple challenges and great uncertainty of these times. Through these amazing efforts, we were able to keep the health and well-being of our employees as our primary focus during the pandemic while maintaining production to serve the needs of our customers. We also absorbed an unparalleled rebound in business in 2021 and did so despite extreme material shortages and supply chain disruptions. None of this would have been possible with the help of our incredible employees at all levels. We firmly believe that our people and culture are key cornerstones for Hammond Power Solutions. And our performance over the last 2 years as well as in 2022 is a testimony to these strengths. We are now available for any questions that you may have. I'll ask the operator to advise the instructions for doing so. Thank you for your virtual attendance today and stay safe.

[Operator Instructions] And we have no questions at this time. I would like to hand the call back over to our speakers for any additional or closing remarks.

If there are no questions, I would like to wish everyone a wonderful and safe afternoon, and thank you for your attendance on our virtual meeting. Take care, ladies and gentlemen.

And with that, that does conclude today's call. Thank you for your participation. You may now disconnect.