Kinaxis Inc. (KXS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to all shareholders. My name is Ian Giffen, and I am the Chair of Kinaxis. I will act as Chair on this meeting, and it's my pleasure to welcome you this morning. We want to thank you for your patience as we navigate through this unprecedented situation, and we hope that you agree that we did the right thing by moving to a virtual meeting. Instructions on how to ask questions will appear on your screens. As with any new technology, unexpected glitches may occur, but our service providers for this platform at Lumi are very experienced at running this type of meeting and will provide us with all the necessary assistance. Shareholders will have the right to ask questions on the items of business. [Operator Instructions] It's best to submit questions before the start of the meeting but you can submit questions at any time. The moderator will collect the questions and vet them to make sure they are appropriate. This is normal meeting protocol. The moderator will aggregate questions that are similar so your questions may be paraphrased when it's submitted to the meeting. These questions will be presented to me and will be read allowed for the benefit of all participants before responding. Once we've completed the formal business of the meeting, there will also be an opportunity for shareholders to ask questions of management. I now call this meeting to order. I'm very pleased to present the following company executives who have joined us today. John Sicard, CEO; Richard Monkman, CFO; Jamie Hollingworth, Chief Legal Officer and Corporate Secretary. 2019 was a year of continued success for Kinaxis, fueled by a record number of new customer additions, together with a continuing trend of strong renewals and expansions. On behalf of your Board, I'd also like to take this opportunity to thank the Kinaxis management team and all of our employees around the world for their unrelenting efforts in achieving this success. At this time, I'd like to commence the formal part of the meeting. I appoint Jamie Hollingworth, our Chief Legal Officer, to act as secretary at this meeting. I appoint AST Trust Company (Canada), our transfer agent, through its representatives, Helen Kim and Megan Rocha, to act as scrutineers. At this year's meeting, we will address the following matters which are generally dealt with the annual meetings: the presentation of financial statements, the election of Directors and the appointment of auditors. This year, we're also holding our first say on pay vote for shareholders to demonstrate our commitment to strong corporate governance and open communication with our shareholders. Most of you are probably familiar with these meetings and know that a majority of shares represented at this meeting are represented by proxies given to management. As of the record date, approximately 26,512,000 common shares of the company were outstanding. I am advised by the scrutineer that prior to the meeting, proxies have been received representing greater than 99% of the votes cast in favor of the election of individual director nominees proposed by management and the appointment of KPMG as auditors for the ensuing year, and greater than 91% of the votes cast in support of our approach to executive compensation. We thank you for your confidence. The scrutineer has provided to me the preliminary report on attendance. I declare that a quorum is present and the meeting is properly constituted for the transaction of business. I will now take a few moments to address voting procedures. Only registered shareholders -- registered holders of record as at May 4, 2020, which is the record date for the meeting, or their proxy holders or their corporate representatives are entitled to speak or vote upon matters of the meeting. Each shareholder participating in the meeting is entitled to one vote for each share held. Each proxy holder is entitled to one vote for each share represented by any proxy that was deposited before the proxy deadline. A shareholder that has voted by proxy should not vote at the meeting unless they want to change their proxy vote. If a shareholder has submitted voting instructions via a form of proxy, such instructions will be revoked if that shareholder logs into the meeting and votes its shares. A person must vote shares that he or she represents by proxy in accordance with the instructions given in the proxy. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote in the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of discussion on each resolution prior to casting your vote. Voting is now open on all resolutions. We will announce the voting results after all the resolutions have been considered. As previously noted, shareholders may make comments or ask questions appropriate to each resolution, but on general matters, comments will be addressed during the question-and-answer period. On May 22 and 25, 2020, the notice calling the meeting, together with the form of proxy and a management information circular, were sent to all the shareholders of Kinaxis entitled to vote at the meeting. The secretary is providing me with a proof of service of the meeting -- of the Notice of Meeting. I will dispense with the reading of the Notice of the Meeting. I now present to the meeting the audited consolidated financial statements of Kinaxis for the fiscal year ended December 31, 2019. A copy of which has been sent with the meeting materials to those shareholders that requested them. There will not be a formal vote on the financial statements. However, if any shareholder has any questions or comments regarding the financials, we will be pleased to address them during the question-and-answer period following the meeting. The next item of business is the election of 8 Directors. The nominees for election as Directors were identified in the management information circular mailed to shareholders. I will now entertain a motion nominating those persons identified by management as Directors of the company to hold office until the close of the next Annual Meeting of Shareholders, or until their successor is elected or appointed.

I nominate the following persons as Directors of the company: John "Ian" Giffen, Robert Courteau, Gillian "Jill" Denham, Angel Mendez, Pamela Passman, Elizabeth "Betsy" Rafael, Kelly Thomas, John Sicard.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any further nominations? As there have been no further nominations, would someone please move the adoption of a resolution confirming the election of the nominees as Directors of the company, will hold office until the close of the next Annual Meeting of Shareholders or until their successor is elected or appointed.

So moved.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any questions regarding the election of Directors before moving to a vote?

There are no questions at this time.

Thank you. And I call for a vote on the motion. Would all shareholders and proxy holders, please enter your votes in Lumi. [Voting]

Thank you. While the votes are being calculated, I'll proceed with the remaining items on the agenda. The next item of business is the appointment of auditors. I now declare the meeting open for the appointment of auditors. Would someone please move the adoption of a resolution approving KPMG LLP as auditors of the company until the next Annual Meeting of Shareholders or until their successors are appointed.

So moved.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any questions regarding the appointment of auditors before moving to a vote?

There are no questions at this time.

Thank you. Then I will call for a vote on the motion. Would all shareholders and proxy holders, please enter your votes in Lumi. [Voting]

And while the votes are being calculated, I will proceed with the remaining items on the agenda. The next item of business is the advisory say on pay vote. Would someone please move the adoption of a resolution, on an advisory basis, accepting the company's approach to executive compensation?

So moved.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any questions regarding the company's approach to executive compensation?

There are no questions at this time.

Thank you. I will now call for a vote on the motion. Would all shareholders and proxy holders, please enter your votes in Lumi. [Voting]

Voting will be closed in a few moments. Please assure that you have entered your votes in Lumi. Voting is now closed. Based on the preliminary report of the scrutineers, proxies were received from a sufficient number of shares relative to the votes cast at the meeting such that I declare all of the resolutions have been carried. The final report on attendance and voting results will be provided after the conclusion of the meeting. I request that the final report of the scrutineers be attached to the minutes of this meeting. Is there any further business for this meeting? If there is no further business, would someone please move the meeting be terminated.

So moved.

May I have a seconder?

I second the motion.

Thank you. I declare that the formal part of our meeting is now terminated. We'll now proceed with the question-and-answer session. Are there any questions for management at this time?

There are no questions at this time, Mr. Chair.

As there are no further questions, I'd like to thank all shareholders for calling in today to this platform. We will now wrap up this question-and-answer session, and we thank you for joining us today and look forward to seeing you in person next year in 2021. Thank you.