Interfor Corporation (IFP) Earnings Call Transcript & Summary

Good afternoon. My name is Alan, 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] I would now like to turn the call over to Mr. Lawrence Sauder. Please go ahead.

Thank you. On behalf of our Board of Directors, I would like to welcome you to the 2025 Annual General Meeting of Interfor Corporation. My name is Lawrence Sauder and as Chair of the Board, I will 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. And if you are joining by phone or webcast you will be in listen in mode only for the duration of the meeting. We have invited shareholders who had questions for us to submit their questions before this meeting. And 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 8. And I would now like to call the meeting to order and appoint Xenia Kritsos to serve as Secretary of the meeting. And with the consent of the meeting, I appoint Marissa Beintema of Computershare Investor Services, Inc. to act as scrutineer of the meeting. If there is any shareholder or proxyholder 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 12, 2025, 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 of 12:00 p.m. Pacific Time on May 6, 2025. Voting at this meeting will be by a show of hands unless a poll is requested by myself or by a shareholder or 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 this meeting, the proxy form were all mailed to all shareholders of record as of the close of business on March 12, 2025. And unless there's 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, the proxy form and the information circular are all available on SEDAR+ and at interfor.com. And according to the preliminary report of the scrutineer, there are 59 shareholders present in person or by proxy holding 39,680,745 common shares of the company. And I, therefore, declare that a quorum is present, and this meeting is duly and properly constituted for the transaction of business. And the first item of business is the presentation of the company's consolidated financial statements and the auditor's report for the year ended December 31, 2024. Copies of these statements and the auditor's report are available on SEDAR+ and at our website interfor.com. Unless there's any 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 12 and the directors recommend this number decreased to 11. I move to resolve that under Article 11.1 of the articles of the company, the number of directors of the company be set at 11.

I second the motion.

Is there any discussion on the motion? It's not all those in favor, please or signify by raising your hand. Any 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, Nicole Butcher, Jeff Evans, Chris Griffin, Rhonda Hunter, Tom Milroy, Julian Platt, Lawrence Sauder, Christina Citron, Curt Stevens and Tom Temple. And each of these nominees is contended to act as a director of the company. Any shareholders who intend to nominate candidates for director at 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 nominations closed. And I move to elect each of the individuals nominated in the information circular as a Director of the company to hold office until the next Annual General Meeting of the shareholders.

I second the motion.

Is there any discussion on the motion? If there is none, all those in favor, please signify by raising your hand. Any opposed? I declare the motion carried. Next item of business is to reappoint KPMG LLP as a company's auditor. I move to appoint KPMG LLP as auditor of the company to hold office until the conclusion of the next Annual General Meeting at a remuneration to be set by the Board of Directors of the company.

I second the motion.

If there is no further discussion, all those in favor, please signify by raising your hand. 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 is set out in the information circular. This vote is nonbinding, but the Board will consider the outcome of the vote as part of the ongoing review of the executive compensation program at Interfor. And so I move to resolve that on an advisory basis only and not to diminish the role and responsivity of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in the information circular of the company dated March 12, 2025, delivered in connection with this meeting.

I second the motion.

Any discussion on this motion? No discussion all those in favor, please signify by raising your hand. Any opposed? I declare the motion carried. And this completes the formal business of this meeting. Since there are no other matters to come before the meeting, I move to terminate the meeting.

I second the motion.

All those in favor, please signify by raising your hand. Any opposed? I declare this motion and declare this meeting terminated, and thank you for participation and interest in Interfor for another year.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.