Interfor Corporation (IFP) Earnings Call Transcript & Summary
May 9, 2024
Earnings Call Speaker Segments
Operator
operatorGood afternoon. My name is Joanna, and I will be your conference operator today. At this time, I would like to welcome everyone to the Interfor Annual General Meeting Conference Call. [Operator Instructions] Mr. Sauder, you may begin your conference.
E. Sauder
executiveGood afternoon. And on behalf of our Board of Directors, I would like to welcome you to the 2024 AGM of Interfor Corporation. My name is Lawrence Sauder, and as Chair of the Board, I will also chair the meeting today. We welcome shareholders who are present in person and shareholders and guests who are listening by telephone or joining by webcast today. If you're joined by telephone or webcast, you will be in listen-only mode for the duration of the meeting. We invited shareholders who have questions for us to submit their questions before this meeting. Though no questions were submitted for this meeting, we will be holding our regular quarterly analyst conference call tomorrow morning, and we have provided the dial-in details in our news release of April 9. I would now like to call the meeting to order. Xenia Kritsos will serve as Secretary of the meeting. And with the consent of the meeting, I appoint Marissa Beintema of Computer Investor Services Inc. to act as scrutineer of the meeting. Has any shareholder or proxy holder entitled to attend and vote at this meeting who has not registered with the scrutineer, please do so now. Only shareholders of the company of record at the close of business on March 13, 2024 or their duly appointed proxy holders are entitled to participate in and vote at this meeting. Proxies were required to be submitted by the proxy cutoff at 12:00 p.m. Pacific Time on May 7, 2024. Voting at this meeting will be by a show of hands unless a poll is requested by myself or by a shareholder or a proxy holder who is present in person and entitled to vote at this meeting. The Secretary has confirmed that the notice and access notification, including the notice of the meeting and proxy form were mailed to all shareholders of record as of the close of business on March 13, 2024. Plus, there is an objection, I will dispense with reading the notice of the meeting. Computershare's affidavit of mailing is available if any shareholder wishes to examine it and will be filed with the minutes of this meeting. Copies of the notice of the meeting, proxy form and information circular are available on SEDAR+ and at interfor.com. According to the preliminary report of the scrutineers, there are 69 shareholders present in person or by proxy, holding 37,730,024 common shares of the company. I declare that a quorum is present and this meeting is duly and properly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements, the auditor's report for the year ended December 31, 2023. Copies of the financial statements and auditor's report are available on SEDAR+ as well as our website at interfor.com. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is setting the number of directors. The number of directors was last set by the shareholders at 10. The Directors recommend that this number will be increased to 12. I move to resolve that under Article 11.1 of the articles of the company, the number of the directors of the company be set at 12.
Marissa Beintema
executiveI second the motion.
E. Sauder
executiveOr any discussion on this motion? All those in favor, please signify by raising your hand. Those opposed. I declare the motion carried. The next item of business is the election of Directors. The information circular for this meeting sets out the company's Director nominees and they are as follows: Ian Fillinger, Nicolle Butcher, Jeff Evans, Chris Griffin, Rhonda Hunter, Eddie McMillan, Tom Milroy, Gillian Platt, Lawrence Sauder, Christina Sistrunk, Curtis Stevens and Tom Temple. Each of these nominees has consented to act as a Director of the company. Shareholders intend to nominate candidates for Directors of this meeting are required under the articles of the company to provide advanced notice of their intention, but no such notice has been received. Therefore, I declare the nomination closed. I move to elect each of the individual nomination nominated in the information circular as a Director of the company to hold office until the next Annual General Meeting of Shareholders.
Marissa Beintema
executiveI second the motion.
E. Sauder
executiveAny discussion on the motion? And there's no discussion, all those in favor, please signify by raising your hand. Opposing? I declare the motion carried. Next item of business is to reappoint KPMG LLP as the company's auditor. I move to appoint KPMG LLP as auditor of the company to hold office under the conclusion of the next Annual General Meeting and a remuneration to be set by the Board of Directors of the company.
Marissa Beintema
executiveI second the motion.
E. Sauder
executiveAny discussion on the motion? If there is no discussion, all those in favor, please signify by raising your hand. Opposed. I declare the motion carried. Shareholders have the opportunity to cast a say-on-pay advisory vote, which gives shareholders the opportunity to indicate their acceptance of the Board's overall approach to executive compensation set out in the information circular. This vote is nonbinding, but the Board will consider the outcome of the vote as part of its ongoing review of the executive compensation program at Interfor. I move to resolve that on an advisory basis only and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the information circular of the company dated March 13, 2024, delivered in connection with this meeting.
Marissa Beintema
executiveI second the motion.
E. Sauder
executiveAny discussion on this motion? There's no discussion, all those in favor, please signify by raising their hand. Those opposed? I declare the motion carried. This completes the formal business of this meeting. And since there are no other matters to come before the meeting, I move to terminate the meeting.
Marissa Beintema
executiveI second the motion.
E. Sauder
executiveAll those in favor, please signify by raising your hand. Those opposed? Motion has been carried, and I declare this meeting terminated. I'd like to thank you for taking your time to attend this meeting. Just before we go, I'd like to recognize the retirement of Doug Whitehead, for our long-serving directors in 17 years, who was ending its last Board meeting today and maybe not his last AGM, but his last AGM as a Director. Thank you, Doug.
Operator
operatorLadies and gentlemen, this concludes today's meeting. We thank you for participating, and we ask that you please disconnect your lines.
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