Mattr Corp. (MATR) Earnings Call Transcript & Summary

Good afternoon. And on behalf of the Shawcor Board and Senior Management, welcome to the Annual Meeting of Shareholders of Shawcor Limited. My name is Mike Reeves. I am the President and Chief Executive Officer of Shawcor, and I'll be acting as the Chair of this meeting. I'd like to welcome all shareholders and guests joining us via our webcast worldwide. Joining me today for the formal part of the meeting are Tom Holloway, Chief Accounting Officer of Shawcor Limited; and Tim Hutzul, Senior Vice President, General Counsel and Secretary of Shawcor. As we have previously indicated, in furtherance of our efforts to mitigate health and safety risks arising from recent outbreaks of the COVID-19 pandemic, we have taken the necessary step to limit attendance at the physical meeting. However, as you'll hear momentarily, a valid quorum for today's meeting is present. In order to proceed with the formal items of business of the meeting, I will ask Mr. Hutzul and Mr. Holloway to propose and second motions as necessary. Following completion of the formal business of the meeting, management will respond to the pre-meeting questions previously submitted. In accordance with the company's bylaws, Tim Hutzul, the Corporate Secretary of the company, will act as secretary of the meeting. Tim will also act as scrutineer. A notice of this meeting, together with a form of proxy, the management proxy circular, the 2021 management discussion and analysis and consolidated financial statements have been made available to all shareholders in accordance with the requirements of the Canada Business Corporations Act and National Instrument 54-101. We will dispense with the reading of the notice of the meeting, proof of the mailing of the notice calling the meeting has been duly filed, and I would ask the secretary to keep a copy of the notice and the proof of mailing with the records of this meeting. We have been advised by the scrutineer that all ballots have already been submitted by duly appointed proxy holders and registered shareholders who are entitled to vote at the meeting. Based on the preliminary report from the scrutineer of the proxies and ballots received, all items of business today have received more than 95% of votes in favor. Accordingly, for expediency, we will move through the motions, resolutions and any relevant questions quickly. I understand there is a quorum present and would ask the secretary to read the scrutineer's report.

Thank you, Mr. Chair. Preliminary report on attendance from the TSX Trust Company. We are pleased to report that there are 55 shareholders, holding 34,425,009 common shares represented in person or by proxy at this meeting. This represents 48.83% of the 70,502,125 issued and outstanding common shares.

Thank you, Tim. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Would the Secretary please table the minutes of the meeting of shareholders held on May 13, 2021.

So tabled.

Thank you, Tim. The minutes will be available for review by any shareholder at the offices of the company. The next item of business is the presentation of the annual financial statements and the auditor's report. The annual financial statements have been made available to shareholders and are available online at the company's website and on SEDAR. I -- we shall dispense with the reading of the auditor's report, which is available to all shareholders in the 2021 annual financial statements. We will now proceed with the election of directors. I declare the meeting open for nominations.

Mr. Chair, I nominate Derek Blackwood, Laura Cillis, Kevin Forbes, Kathleen Hall, Alan Hibben, Kevin Nugent, Ramesh Ramachandran and Mike Reeves as Directors of the Corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed subject to the provisions of the corporation's bylaws.

Thank you. As the company's bylaws require advance notice of additional nominees to the Board and no notices were received, I now declare the nominations closed, and Tim Hutzul will propose a motion to elect those nominated.

I move that each of the persons nominated as directors be elected as directors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed, subject to the subject to the provisions of the corporation's bylaws.

Tom Holloway will second the motion.

I second the motion.

All in favor of the election of those nominated, please signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

I declare the motion carried. I declare that Derek Blackwood, Laura Cillis, Kevin Forbes, Kathleen Hall, Alan Hibben, Kevin Nugent, Ramesh Ramachandran and Michael Reeves, have been duly elected as directors of the corporation. Thank you. The next item of business is the appointment of the auditor for the corporation, and Tim Hutzul has a motion in this regard.

Mr. Chair, I move that KPMG LLP be appointed auditor of the corporation until the next annual meeting and that the Board of Directors be authorized to fix the remuneration of the auditor.

Tom Holloway will second the motion.

I second the motion.

You have heard the motion. All in favor, please signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

I declare the motion carried. The next item of business is the advisory vote on the corporation's approach to executive compensation. Tim Hutzul will now propose the motion.

Mr. Chair, I move on an advisory basis and not to diminish the roles and responsibility of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in the corporation's management proxy circular delivered in advance of the 2020 Annual General Meeting of Shareholders.

Tom Holloway will second the motion.

I second the motion.

You have heard the motion. All in favor, please signify by raising your right hand. [Voting]

Contrary, if any? [Voting]

I declare the motion carried. This concludes the formal business of the meeting, and I declare that this annual meeting is now terminated. We will take the pre-meeting questions, which have been previously submitted by shareholders.

The first question we have received asks about Shawcor's timeline to return to the levels of profitability that were observed roughly a decade ago. In response, the company does not attempt to provide guidance beyond the current year, but I iterate my recent public comments that we believe a multiyear up cycle is emerging across Shawcor's primary businesses. that the second half of 2022 will be higher than the first half, and that management is focused on execution of strategic actions designed to lower volatility, enhance full year earnings performance and deliver optimal results to all stakeholders. The next question is about reinstatement of a dividend. In response, each quarter, the share -- the Shawcor Board of Directors review our current dividend status in light of current and projected company performance. At this time, it would be premature to predict the timing of a potential dividend reinstatement. The final question is about a share buyback program and whether we plan to implement one. In response, each quarter, the Shawcor Board of Directors review our current share buyback status, in light of current and projected company performance. At this time, it would be premature to predict the timing of a potential buyback program. With no further questions, and before we conclude the call, I'd like to welcome our new directors and thank our outgoing CFO, Gaston Tano. I'm excited to welcome 2 new directors to the Shawcor Board. Kathleen Hall joined the Board at today's annual meeting. Ms. Hall is an accomplished operating executive with more than 35 years' experience in global business leadership, operational excellence and value creation in industrial markets. She currently serves as a Director of industrial portfolio companies of Altamont Capital, and prior to that was the Chief Operating Officer of FARO Technologies. Ms. Hall holds a BS in Industrial Engineering from Lehigh University. Dr. Ramesh Ramachandran also joined the Board at today's Annual Meeting. Dr. Ramachandran is currently the CEO of MEGVIN Advisors LLC and has over 33 years' experience in the chemical industry. He was the CEO of EQUATE Petrochemical Company from 2018 to 2022, a USD 6 billion company based in Kuwait, and prior to that, served as CEO of MEGLOBAL. He holds a PhD in chemistry from Columbia University and an MBA from Rutgers University. Welcome to the Board, Kathleen and Ramesh. Finally, as you may recall, last year, we announced Gaston's decision to step down from the company at the end of May in 2022 after transitioning his CFO responsibilities to Tom. This extended thoughtful executive succession plan is progressing as expected and is consistent with Shawcor's long-held practices, ensuring minimal disruption to the organization's tactical and strategic initiatives. In the last 12 months, Gaston has played a key role across a wide variety of initiatives, including Shawcor's first-ever public rating, the closing of our $150 million high-yield debt deal and renegotiation of our credit facility, all of which leave Shawcor a stronger company. This will be Gaston's last annual meeting with Shawcor, and on behalf of the entire team, I wish him the very best in his post-Shawcor endeavors and thank him for his tireless work to create value for all Shawcor stakeholders. This concludes today's call. On behalf of the Board of Directors and the senior management of Shawcor, thank you for joining today's annual meeting.