Maxim Power Corp. (MXG) Earnings Call Transcript & Summary

Good morning. Everybody is online, and we're here in the Maxim building and in the meeting room. And welcome to the 2020 version of the Maxim Power Corp. Annual General Meeting. So it's a little bit different this year, obviously, and we apologize for that. But obviously, the circumstances require it. We've got, hopefully, I think, some Board members on the line. We are thinking that Brett Wilson is on and Brad Wall is on. Conrad and Johann, are you potentially on as well? If you are, maybe speak up. Okay. And if everybody online could...

This is Wiley. I am online.

Okay. Thanks, Wiley. Hi. Good morning. Okay. So we have a quorum of Board members, and we've also been advised we do have quorum in terms of the votes and the shares for the meeting. My name is Bruce Chernoff. I am the CEO and Chairman of the Board of Maxim. I'll be serving as Chairman of this meeting, and I'll ask Kim Karran to act as Secretary of the meeting. I'd like to request the meeting please come to order. Before we proceed with the formal business of today's meeting, I'd like to introduce -- I guess we just did that with Wiley, Brett and Brad online and perhaps Johann, obviously on the line and not in personal attendance here. We'd like to appoint Donald Santini of Computershare Trust Company to act as Scrutineer of the meeting to report on the shareholders of common shares present in person or by proxy and the number of common shares represented in person or by proxy at this meeting. And any adjournment thereof and to compute the votes of any ballot or poll taken at this meeting and to report thereon to the Chairman. The Chairman has advised -- sorry, the Secretary has advised that she has received a declaration from the Scrutineer stating that the shareholders have been given notice of this meeting in advance of the time required for such notice. And the Scrutineer has also advised that a quorum is present. Scrutineer's report will be available from the Secretary, and I further direct that the formal report of the Scrutineer be attached to the minutes of this meeting as a schedule. I now declare that this meeting has been regularly called and is properly constituted for the transaction of business. I propose to conduct each resolution vote by show of hand other than in respect of the individual voting for directors, which will be conducted by way of ballot, unless a poll is properly requested. So the first item of business is the presentation of the 2019 audited consolidated financial statements of the corporation for the year ended December 31, 2019, and reported on by KPMG LLP. A copy of the financial statements and report of the auditor thereon has been sent to registered shareholders and to those nonregistered beneficial owners who had requested a copy. No vote by the shareholders is required or proposed to be taken with respect to the financial statements. Next item of business is to approve an ordinary resolution to fix the number of directors of Maxim to be elected at this meeting for the ensuing year.

Mr. Chairman, I move that the number of directors to be elected at this meeting for the ensuing year is set at 5.

I second the motion.

You've heard the motion. Is there any discussion? There's no discussion. Would all those shareholders entitled to vote who are in favor signify by raising your hand. [Voting]

Contrary, if any? [Voting]

Motion is carried. Next item of business is the election of directors of Maxim. The proposed nominees were set forth in the management information circular and proxy statement prepared for this meeting. Those nominees are Wiley Auch, Bruce Chernoff, Johann Polz, Brad Wall and Brett Wilson. Are there any further nominations? There's no further nominations. I declare the nomination closed. May I have a motion regarding the election of directors?

Mr. Chairman, I move that each of the following nominees: Wiley Auch, M. Bruce Chernoff, Johann Polz, Brad Wall and W. Brett Wilson, hereby separately elected as directors of Maxim for a period commencing as of the date hereof and meeting's close of the next annual meeting with the shareholders of the corporation or until their successors are elected or appointed.

I second the motion.

Good. In order to comply with requirements of the Toronto Stock Exchange and the corporation's majority voting policy, the vote will be conducted by ballot. I ask proxy holders and registered shareholders present in person to complete the ballot on the election of directors, which was provided to you when you entered the meeting. When completed, please provide your ballot to the scrutineers who will tabulate the results. And I believe the Scrutineer has provided the results of the ballot on the motion. The motion has been carried, with the individual election of each director receiving more for votes than withheld votes. I declare each of the nominated persons to be duly elected directors of the corporation to hold office for the ensuing year, until the next Annual Meeting of Shareholders or until their successors are elected or appointed unless such office is earlier vacated in accordance with the bylaws of corporation. Congratulations, directors. The next item of business is the appointment of the auditor of the corporation. It is proposed that KPMG LLP, Chartered Accountants, be appointed the auditor of the corporation until the next Annual Meeting of the Shareholders of the corporation or until a successor is appointed. May I have the motion?

Mr. Chairman, I move KPMG LLP, Chartered Accountants, be appointed auditor of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed. [indiscernible] directors [indiscernible] based on the Board of Directors. [indiscernible]

I second motion.

Now, you've heard the motion. Is there any discussion? There's no discussion. Would all those shareholders entitled to vote who are in favor signify by raising your hand? [Voting]

Thank you. Contrary, if any? [Voting]

Motion is carried. And is there any other business to be brought before this meeting? Anybody on the phone line? Should no further business to be brought before this meeting, will someone move that this meeting be terminated?

Mr. Chairman, I move this meeting be terminated.

I second the motion.

You've heard the motion. Is there any discussion? There's no discussion. Would all those shareholders entitled to vote who are in favor signify by raising your hand? [Voting]

Contrary, if any? [Voting]

The motion is carried, and I declare that this meeting is terminated. The clock on the computer says 10:07, so I think we have a record. Thank you, everybody, for calling in, certainly. And we look forward to providing an update to all shareholders and stakeholders of the company in due course. But certainly, all -- we have a refreshed presentation on the website and would encourage you to go online and look up that. And congrats to the team at Maxim for bringing M2 online and certainly a significant milestone for the company. And on behalf of the Board and shareholders, I thank the management team for a job well done in that regard. And look forward to many years of producing power into the Alberta grid. So thank you, team, and great job under extenuating circumstances for sure. So great job. Any comments or questions from anybody online before we sign off? Okay. We'll take that silence as satisfaction, and we'll sign off. And thank you very much for attending the meeting.