High Liner Foods Incorporated (HLF) Earnings Call Transcript & Summary

Good morning, everyone. I am Tim Rorabeck, Executive Vice President, Corporate Affairs and General Counsel of High Liner Foods Incorporated. Welcome to our Annual General Meeting for Shareholders, and thank you for joining us today. Before our Chair calls the meeting to order, I would like to welcome back our guests participating online and in person from our office in Lunenburg, Nova Scotia. Similar to previous years, our Annual General Meeting is being broadcast live over the Internet, allowing those with Internet access to view and listen to the meeting online and allowing shareholders with a control number to participate online. We are also pleased to be able to offer a toll-free conference call number as a way for those shareholders without Internet access to hear the webcast and ask questions. For those unable to join us this morning, the recorded proceedings will be available on the Internet at highlinerfoods.com. Before we begin, I need to remind you of our position with respect to any forward-looking statements that may be made during our presentations to you here this morning. Please take a moment to review these statements displayed on the slide. The company reports its consolidated financial information in U.S. dollars and the results to be discussed today are stated in U.S. dollars, unless otherwise noted. The common shares of High Liner Foods trade on the Toronto Stock Exchange and are quoted in Canadian dollars. Investors are reminded for purposes of calculating financial ratios, including dividend payout and share price to earnings ratios, they should take into consideration that the company's share price and dividend rate are reported in Canadian dollars, while its earnings and financial statements are reported in U.S. dollars. The company also reports its financial results in accordance with International Financial Reporting Standards, or IFRS, but we also use measures that are not defined under IFRS. Management believes that these non-IFRS measures are important to understand current results and the future income potential of the company. Thank you for your attention. I would now like to call upon our Chair, Robert Pace, to open the meeting.

Good morning, ladies and gentlemen. I'm Robert Pace, Chairman of the Board of Directors. Welcome to the 2023 Annual General Meeting of High Liner Foods Incorporated. Every year, we look forward to meeting with our shareholders. We extend a warm welcome to those who are joining us in person from our Lunenburg office and online. Our virtual platform is accessible online to shareholders, regardless of physical location, and allows every registered shareholder the ability to participate, submit questions and vote. It is also accessible through the North America toll-free conference call number at 1 (888) 403-6520 for shareholders to also listen to and ask questions. At High Liner Foods, we've been on a journey of significant turnaround and transformation. This process began 5 years ago last month, when the Board appointed Rod Hepponstall as the Chief Executive Officer, and shortly thereafter, endorsed a bold turnaround plan for the business. As the company work to reduce debt, strengthen the balance sheet and return High Liner Foods to a position of profitability, the Board made the difficult decision to cut the dividend to inject capital back into the business and help ensure the success of the turnaround initiatives. Five years later, I stand before you, and I'm here to say thank you. Thank you for your patience and support as the Board and management have worked on your behalf and for the benefit of all stakeholders to reposition High Liner Foods for long-term and sustainable value creation. Our business is much stronger today as a result, and your patience has been rewarded. Over the last 4 years, we delivered a total shareholder return of 17.6%. We increased annual adjusted EBITDA by 66% or $41 million. Over the last fiscal year, we delivered our fourth year of consecutive adjusted EBITDA growth, which included 7 quarters of adjusted EBITDA growth. We delivered record sales and gross profit. This gave us the confidence to increase our dividend by 30%, bringing the total increase to the dividend to 46% over the past 4 years. We also advanced our environmental, social and governance goals as part of our overall commitment to remain strong, responsible, long-term stewards of your investment. ESG principles and processes are becoming deeply ingrained in all aspects of our organization, from clear accountability and oversight within our Board committees to guiding business practices from operations to procurement. We are driving continuous improvement in all respects, and last year continued to incorporate sustainability practices into our supply chain and strengthened policies and related metrics to support continued waste reduction and to promote the diversity of our workforce. We have a strong track record and deep legacy of sustainability. However, the need to reduce our collective environmental footprint is becoming increasingly important. Accordingly, we are accelerating the pace of our change within our organization and have committed to a 30 by 30 goal, which means that we are driving to reduce Scope 1 and Scope 2 greenhouse gas emissions by 30% versus the 2021 baseline. While we are confident in achieving this goal, we do not expect the progress to be linear, given the research and analysis needed to identify and implement emission reductions. We've also committed to reduce food loss and waste intensity in our operations by 50% by 2030 versus the 2018 baseline. These goals align with our overall efforts to continue to drive efficiencies across the organization, and I'm proud of the significant gains we've made in this regard. Year-over-year, management is operating the business more effectively, and it is illustrated in the continued strong performance despite enormous pressure and challenge within the macroeconomic environment. Looking ahead, we remain focused on creating value for all stakeholders and shareholders over the long term. As you will hear from Rod, given the fast pace of change in the world today, management is focused on driving continued gains to the top and bottom line of the business, while considering how best to position High Liner Foods for the future. At the same time, the Board remains committed to the ongoing return of capital to our shareholders. We are committed to continue to grow the dividend while investing in our business and our future. Moving now to today's meeting. I will act as Chairman of the meeting. With me today is Rod Hepponstall, our President and CEO; Paul Jewer, Executive Vice President and CFO; and Tim Rorabeck, Executive Vice President, Corporate Affairs and General Counsel. I would also like to acknowledge that the other members of the company's Board of Directors are also joining today's Annual General Meeting remotely. I'll begin today's meeting by outlining how voting and questions will be addressed utilizing this virtual platform. Many of our shareholders have cast their votes electronically in advance of the meeting. Voting today will only be done online through a poll via the virtual platform. Only registered holders who held shares in their name as of March 21, 2023, the record date of this meeting, or their valid appointed proxy holder will be eligible to vote or ask questions at this meeting by logging into the webcast, which link can be found on our website at www.highlinerfoods.com, using their 13-digit control number. When we are ready to present the first item of business for voting, you will see voting options appear on your screen. If you have voted in advance of the meeting, you do not need to do anything further. If you are a shareholder participating on the toll-free conference call line, I would like to remind you that you will not be able to vote using this line. Voting can only be done through the virtual online platform. Questions for the meeting will be accepted through the virtual platform and telephone. [Operator Instructions]. When submitting a question, please identify your name and note if the question relates to a motion being considered as part of the formal business of the meeting or whether it is general in nature. [Operator Instructions] We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions for Rod after he has given his annual address to shareholders. Questions with common themes may be grouped together. Tim Rorabeck, our Corporate Secretary, will read questions aloud when requested. And either I or one of the members of the management team with me today will respond. Subject to the rules of conduct and time permitting, we will make every effort to respond to your relevant questions during question-and-answer period today. We will address any unanswered questions by e-mail in a timely manner following the meeting. I will now call the meeting to order. Notice of this meeting has been duly given, and a copy will be filed with the records of the meeting. I'll ask Tim Rorabeck, Executive Vice President, Corporate Affairs and General Counsel, to act as Secretary of the meeting. TSX Trust Company, represented by Lise-Anne Thomas and [ Nawali Zemet ], will act as scrutineers. The scrutineers' report has now been received. It shows that there are present, by proxy, 225 common shareholders holding 64.5% of the common shares of High Liner Foods. A quorum is present, and I declare the meeting to be duly called and properly constituted for the transaction of such business as may properly come before it. To make the best use of our time, certain shareholders of the company have been asked to move and second motions of the meeting as described in the Management Information Circular dated March 21, 2023, which accompanied the notice of meeting. I will take the notice of meeting as read. First item of business is the consideration of the minutes of the Annual General Meeting of Shareholders held May 11, 2022. The minutes, of course, are available for inspection by e-mailing investor@highlinerfoods.com. But in order to expedite the business of the meeting, we will dispense with reading them and take them as read and adopted. The polls will open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of the discussion on each resolution prior to casting your vote. Please ensure you scroll down on your screen to be able to see and vote on all resolutions. Again, if you have already voted your proxy, there is no need to vote again as your vote will already be registered. Once discussion on all items of business have concluded, I will give you additional minute to enter your votes and then declare voting closed on all resolutions. The precise vote counts for each resolution will be made public via a news release, when available, following the meeting. We will run through each of the items on the agenda in turn, responding to questions on that item of business while it is before the meeting. I now declare the polls open on all resolutions. The first item of business is the election of directors. As stated in the 2023 Management Information Circular accompanying the notice of this meeting, it is proposed that 11 persons be nominated as directors at this meeting to hold office until the next Annual Meeting or until their respective successors are elected or appointed. As mentioned, I have taken the liberty of asking certain shareholders to make the motions for the election of directors and other motions today. If you have questions relating to these motions, please enter the question using the messaging icon at the middle of the top of your screen. Could I please have a nomination for the election of directors?

My name is Peggy Falkenham-Boutilier, and I am a shareholder of High Liner Foods. Mr. Chair, I nominate the following people as directors of the company to hold office until the 2024 Annual General Meeting or until their respective successors are elected or appointed: Scott Brison, Joan Chow, Robert Dexter, Andrew Hennigar, David Hennigar, Rod Hepponstall, Shelly Jamieson, Jolene Mahody, Andy Miller, Robert Pace, Frank van Schaayk.

Mr. Chair, I am Naomi Jewers, a shareholder of High Liner Foods, and I second the motion.

Thank you, Peggy. Thank you, Naomi. Tim, are there any questions?

No, Robert, there are no questions with respect to this motion.

Thank you. I declare the nominations closed. Please cast your votes. The second item of business is the appointment of auditors. Ernst & Young LLP, the current auditor of the company, is proposed as auditor of the company to hold office until the next Annual General Meeting of Shareholders.

My name is Naomi Jewers, and I am a shareholder of High Liner Foods. Mr. Chair, I move that the firm of Ernst & Young LLP be appointed as auditors of the company until the close of the next Annual General Meeting, and that the Board of Directors be authorized to fix their remuneration.

Mr. Chair, I am Peggy Falkenham-Boutilier, a shareholder of High Liner Foods, and I second the motion.

Thank you. Tim, are there any questions with respect to this motion?

No, Robert, there are no questions with respect to this motion.

Thank you. I declare the motion closed. Please cast your votes. The third item of business deals with the advisory resolution to accept the company's approach to executive compensation as described in the 2023 Management Information Circular. The Board of Directors recommends that shareholders vote for the resolution approving the advisory resolution. I will now ask for a motion.

My name is Peggy Falkenham-Boutilier, a shareholder of High Liner Foods. I move that, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that shareholders accept the approach to executive compensation disclosed in the 2023 Management Information Circular delivered in advance of this Annual General Meeting of Shareholders.