Kinaxis Inc. (KXS) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to all shareholders. My name is Ian Giffen, and I'm Chair of Kinaxis. I will act as chair of this meeting, and it is my pleasure to welcome you this morning. Although we are disappointed that we cannot see each of you in person today, we want to thank you for your patience as we continue with another virtual meeting this year in light of the circumstances. Instructions on how to ask questions will appear on your screens. As with any 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 all with all the necessary assistance. Shareholders will have the right to ask questions on the items of the business. [Operator Instructions]. It is best to submit your 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're appropriate. This is normal meeting protocol. The moderator will aggregate questions that are similar, so your question may be paraphrased when it is submitted to the meeting. These questions will be presented to me and will be read aloud for the benefit of 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, Chief Executive Officer; Richard Monkman, Chief Financial Officer; Jamie Hollingworth, Chief Legal Officer and Corporate Secretary. 2020 was a year of continued success for Kinaxis, fueled by a record number of new customer additions together with our continuing trend of strong renewals and expansions. On behalf of your Board, I would also like to take this opportunity to thank the Kinaxis management team and our employees around the world for their unrelenting efforts on achieving the 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, Radha Mulchan-Singh and Megan Rocha, to act as scrutineers. At this year's meeting, we will address the following matters which are generally dealt with at the annual meetings: the presentation of financial statements, the election of directors and the appointment of auditors. We will then address 2 special matters, being the adoption of a resolution approving an amendment to Kinaxis' stock options plans and the adoption of a resolution approving an amendment to Kinaxis' share unit plan. Similar to last year, we'll also hold a say-on-pay advisory vote for shareholders to demonstrate our commitment to strong corporate governance and open communications with 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 27,214,000 shares of the company were outstanding. I am advised by the scrutineer that prior to meeting, proxies have been received representing greater than 99% of the votes cast in favor of the election of the 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. I'm also advised by the scrutineer that proxies have been received representing greater than 60% of the votes cast in favor of the resolution approving an amendment to Kinaxis' stock option plans and representing greater than 66% of the votes cast in favor of the resolution approving an amendment to Kinaxis' shared unit plan. The scrutineer has provided notice of quorum. The scrutineer has provided me with a 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. First, only registered holders of record as of May 3, 2021, which was the record date for the meeting, or the proxy holders or their corporate representatives are entitled to speak or vote upon matters of the meeting. Second, each shareholder participating in this meeting is entitled to 1 vote for each share held. Each proxy holder is entitled to 1 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 this meeting and votes its shares. A person must vote shares that he or she represents by proxy in accordance with 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 on the matter has 1 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 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 following the formal portion of the meeting. The notice calling this meeting, together with the formal proxy and management information circular, was sent to all of the shareholders of Kinaxis entitled to vote at the meeting. The secretary has provided me with proof of service of such material. Accordingly, I will dispense with the reading of the notice of the meeting. [ First ] item: presentation of the financial statements for the fiscal year ended December 31, 2020. I now present to the meeting that the audited consolidated financial statements of Kinaxis for the fiscal year ended December 31, 2020, a copy of which has been sent with the meeting materials to those shareholders that requested them. These materials are also available under Kinaxis' SEDAR directory. Given the foregoing, there will not be a formal vote on the financial statements. If any shareholder has any questions or comments regarding the financials, we would be pleased to address them during the question-and-answer following the meeting. The next item of business is the election of 8 directors. Nominees for election as directors were identified under the management information circular. I will now entertain a motion nominating those persons identified by management as directors of the company.

I nominate each of John "Ian" Giffen, Robert Courteau, Gillian "Jill" Denham, Angel Mendez, Pamela Passman, Elizabeth "Betsy" Rafael, Kelly Thomas, John Sicard as a director of the company to hold office until the close of the next annual meeting of the shareholders or until his or her successor is elected or appointed.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any further nominations? Seeing none, as there will be no further nominations, would someone please move the adoption of this resolution.

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, Mr. Chair.

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]

While the votes are being calculated, I will proceed with the remaining items on the agenda. The next item of business is 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 the auditors before moving to a vote?

There are no questions at this time.

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

While the votes have been calculated, I will proceed with the remaining items on the agenda. The next item of business is the adoption of a resolution approving an amendment to the company's Canadian resident and non-Canadian resident stock option plans. We are proposing to amend these plans to increase the maximum number of shares reserved for issue from treasury thereunder by 500,000 Kinaxis shares. The plans will otherwise remain the same. Our ongoing ability to grant stock options is integral to our ability to attract and retain talent and to achieve our business strategy. The remaining pool of options available for future grant under our stock option plan is insufficient to carry out our currently anticipated recruitment and retention program. Further information about the stock option plans, a summary of the proposed amendment and the full text of the resolution in respect thereof are set out in the management information circular. Would someone please move the adoption of the resolution approving the amendment to the company's stock option plans.

I move that the resolution approving an increase to the maximum number of Kinaxis shares that may be issued under our stock option plan as set out in the management information circular be passed.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any questions regarding this resolution?

There are no questions at this time.

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

While the votes are being calculated, I will proceed with the remaining items on the agenda. The next item of business is the adoption of a resolution approving an amendment to the company's share unit plan. We are proposing to amend our share unit plan to increase the maximum number of shares reserved for issue from treasury by 500,000 Kinaxis shares. The plan will otherwise remain the same. This increase is necessary as our Board wishes to shift some of the focus of our equity compensation program to share units, and particular to share units that have performance conditions. Further information about the share unit plan, a summary of the proposed amendment and the full text of the resolution in respect thereof are set out in the management information circular. Would someone please move the adoption of the resolution approving the amendment to the company's share unit plan?

I move that the resolution approving an increase to the maximum number of Kinaxis shares that may be issued under our share unit plan as set out in the management information circular be passed.

Thank you. May I have a seconder?

I second the motion.

Thank you. Are there any questions regarding this resolution?

There are no questions at this time.

Thank you. I now 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'll proceed with the final item on the agenda. The final 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?

We have 2 questions on this matter, and I'll read the first one to you, Ian. The first one is regarding the big signing bonus for Mr. Liu. What protection did Kinaxis have regarding revoking those should Mr. Liu's employment not work out in 3 months, 6 months or a year in the future?

Perhaps I could ask Mr. John Sicard, the CEO, to answer that question.

Yes. So Kerry Liu is a key part of the acquisition, obviously, given his talent and management. So his, essentially, management contract is very similar to those that are on the executive team at this moment, and his compensation plan and rewards are in line with the other executives on the team.

Thank you. The second question, Jamie?

Second question, and I'll quote it directly. I find the say-on-pay proposal totally impossible to understand and practice, and something that ensures senior management are pretty well guaranteed pay raises. The execs have received healthy pay raises in challenging circumstances, but then so many low paid people face even more challenging and health risk circumstances and did not receive significant raises. [indiscernible] just because the work with challenges do not by itself merit bonuses, et cetera, as the treatment of so many other people who do not work are more important to society indicates. Your say-on-pay proposal simply fuel increased economic disparity that is endemic in Canadian society.

Well, I think I could answer that with that -- that's more of a broader political statement that I could comment on Kinaxis. But I could assure you, the Board of Kinaxis takes its responsibilities of governance and particularly in compensation very seriously. Our role is to provide oversight of the strategy and the governance of the company and to ensure that we retain and attract the best employee base that we can for the benefit of all the shareholders and all the stakeholders in the company. And so I can assure you that we have had, I would say, advice and compensation consultants. We have tried to make sure that this is done in the most fair and equitable way that can be done. But clearly, we cannot deal with all the issues that are there in society. But within Kinaxis, we have done our best to make sure that we are motivating and retaining the right people. I hope that answers your question. Okay, Jamie?

And with that, there are no more questions on this particular resolution at this time.

Thank you. I'll now call for 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 ensure 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 that 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 the meeting. For specific vote tabulations, please see the company's report of voting results, which will be posted under our SEDAR directory. Is there any further business for this meeting? As there is no further business, would someone please move that the formal portion of the meeting be terminated.

So moved.

Thank you. May I have a seconder?

I second the motion.

Thank you. I declare the meeting is terminated. We will now proceed with the question-and-answer session. Are there any questions for management at this time?

We have 1 question/comment just on the meeting in general, and I'll read that out to you now, Ian. There are many annual meeting options where shareholders can ask questions actually live by voice so that actual conversations can be held. I urge Kinaxis to investigate such options for future meetings since I assume even when in-person meetings can be held, many distant shareholders will not -- would want to take advantage of the virtual format. Virtual participants should not have reduced rights to ask questions by voice. And so I guess more of a comment than a question.

Well, I think it's a good point. Hopefully, next year, we will be in a position to hold a physical meeting and so questions could be answered. Then we will try our best to set up a solution that allows that type of questioning to be asked. Are there any other questions?

No further questions have come in at this time.

Okay. As there are no further questions, we will now wrap up this question-and-answer session. I want to thank you for joining us today. And as I said, we really hope to be seeing all of our shareholders in person next year in Ottawa, and give everybody a chance to ask the questions they want to ask and look forward to a great year ahead. Thank you very much.