Mattr Corp. (MATR) Earnings Call Transcript & Summary

Good afternoon. And on behalf of the Mattr Board and senior management, welcome to the Annual Meeting of Shareholders of Mattr Corp. My name is Michael Reeves and I am the President and Chief Executive Officer of Mattr Corp. I will be acting as Chair of the Meeting. The company is holding its annual meeting virtually this year by way of a live webcast. Instructions on how to ask questions and the voting procedure will appear on your screens. Please feel free to submit your questions throughout the presentation. Our Corporate Secretary will be monitoring the Lumi platform for any questions and we'll raise them for discussion, either in connection with the motion to which they relate or in the case of general questions, we'll raise them for discussion upon conclusion of the formal part of the meeting. 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 ensure we are fully supported. I would like to welcome all shareholders and guests to the meeting. I'm speaking to you today from our [indiscernible] office in Toronto, Ontario. And joining me here are the following members of the Mattr Organization. Kevin Nugent, Chair of the Board of Directors; Tom Holloway, Senior Vice President, Finance and CFO; Tim Hutzul, Senior Vice President, Legal and General Counsel; Shannon Glover, Vice President, Legal and Corporate Secretary; Meghan MacEachern, Vice President, External Communications and ESG; and Geoff Smith, Senior Vice President and Chief People and HSE Officer. In order to proceed with the formal items of business at the meeting, I will ask Mr. Hutzul and Mr. Holloway to propose and second motions as necessary. In accordance with the company's bylaws, Shannon Glover, the Corporate Secretary of the company will act as Secretary of the meeting. [indiscernible] of TSX Trust Company will act as scrutineer. The company has elected to use the notice and access provisions under NI 54-101 for this meeting in respect of the mailing of the meeting materials to registered and beneficial shareholders other than those who have explicitly rejected delivery by electronic means. The notice and access provisions are a set of rules developed by the Canadian Securities Administrators that reduced the volume of materials required to be physically mailed to shareholders by allowing a reporting issuer to post its proxy related meeting materials online. The company received exemptions from the director appointed under the CBCA to Sections 151(1) and 156 of the CBCA, which enables the company to rely on the notice and access system provided that, among other conditions, the company makes the information circular accessible and send a notice thereof in accordance with NI 54-101 and NI 51-102. Registered shareholders received a notice and access notification and [indiscernible] proxy and nonregistered shareholders received a notice and access notification at a voting instruction form. The Secretary has confirmed that the meeting notice, financial statements and proxy materials were made available to shareholders. 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. The scrutineer has advised that as of this time, there are 70 shareholders holding 49,829,154 common shares represented in person or by proxy at this meeting. This represents 75.11% of the 66,344,193 issued and outstanding common shares as of the record date for this meeting. Therefore, I declare the meeting to be regularly called and properly constituted for the transaction of business. Registered shareholders and proxy holders attending a meeting of shareholders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section. If there is any discussion or question, the secretary will read the question out loud. 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 one vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all of the agenda items. Voting polls on the agenda items for today's meeting will be closed together at the end of the meeting. A brief reminder to submit any questions you may have in relation to a specific motion or a general matter of business through the Lumi platform. All questions submitted will be addressed in the course of the meeting. The poll will now be open for all resolutions at this time. This annual meeting is called to conserve 7 matters. The first matter is the minutes of the 2023 Annual and Special Meeting of Shareholders. Mattr Corp. is not under any obligation for shareholders to approve the minutes of annual meetings of shareholders. The Board of Mattr Corp. has determined it is best to have the Secretary present the minutes of the meeting of shareholders held on May 12, 2023.

[indiscernible], Mr. Chair.

Thank you, Shannon. 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. In accordance with the notice and access provisions, the annual financial statements have been made available to shareholders online at the company's website and are also available on SEDAR+. We shall dispense with the [indiscernible] of the auditor's report, which is available to all shareholders of the 2023 annual financial statements. We will now proceed with the election of directors. I declare the meeting open for nominations. Tim Hutzul will now present the nominations.

Mr. Chair, I nominate Laura Cillis, Kathleen Hall, Alan Hibben, Kevin Nugent, Michael Reeves, [indiscernible], and Katherine Rethy as directors of the corporation to hold office until the next Annual Meeting of Shareholders until their resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws. Thank you.

As the company's bylaws required bonds, 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 company to hold office until the next Annual Meeting of Shareholders until the resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws.

Tom Holloway will second the motion.

I second the motion.

Is there any discussion on this motion?

There is no discussion.

As there is no discussion, I will now call for a vote on the motion before the meeting. Will all shareholders please enter your votes in Lumi? [Voting]

The next item of the business is the appointment of the auditor for the company and Tim Hutzul has a motion in this regard.

I move that KPMG LLP be appointed the auditor of the company 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.

Is there any discussion on this motion?

There is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi? [Voting]

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

I move on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in the company's management proxy circular delivered in advance of the 2024 Annual Meeting of Shareholders.