Mount Logan Capital Inc. (MLCI) Earnings Call Transcript & Summary

Thank you for standing by. Welcome to the meeting. Mr. Chairman, you may begin.

Thank you. Good morning, and welcome to the Annual Meeting and Special Meeting of Shareholders of Mount Logan Capital. My name is Ted Goldthorpe, and I'm the Chief Executive Officer and Chairman of the Board of Directors of the company, and I will also act as Chair of today's meeting. As noted in the materials sent to shareholders prior to this meeting, this year's shareholders meeting is being conducted online in virtual format. As this meeting is being held virtually via live webcast, I would like to first set out a few rules for the orderly conduct of this meeting. [Operator Instructions] Number two, questions will be addressed during the question-and-answer period at the end of this meeting provided that the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. Number three. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each item of business after the presentation of all business items. If you are logged in as a guest today, you'll be able to observe this meeting, but you will not be able to vote on any items. I will indicate that the voting has opened, if you're eligible to vote, you will receive a message on the virtual interface, requesting you to register your votes, at which point you will only have a certain amount of time to complete your voting. I understand that the scrutineers have tabulated the votes received by proxy properly submitted prior to this meeting. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote. I will also note that prior to the start of the meeting, I received a report from the scrutineers in respect to each resolution. The scrutineers have indicated that based on the proxies received prior to the start of the meeting, at least a majority of the shares voted were voted in favor of each resolution. Therefore, rather than waiting for a new interim voting report to be generated during the meeting, I will declare each motion carried following voting. Our report showing the full voting results will be published on SEDAR and by press release following the meeting. For more information regard to the virtual meeting platform, please refer to the management information circular sent to the shareholders prior to this meeting. We will now proceed to the formal portion of today's meeting. To expedite the formal part of the meeting, I will move and second all motions. I will now call to order the Annual and Special Meeting of the shareholders of the company. I hereby appoint Jason Roos, Chief Financial Officer and Corporate Secretary of the company, to act as Secretary of this meeting. For purpose of this meeting, I appoint Odyssey Trust Company through its representatives as scrutineers to calculate and report on the votes in respect to the motions presented at this meeting. The purpose of today's meeting are set out in the management information circular of the company dated May 26, 2022. The notice calling this meeting, the management information circular and the form of proxy were mailed to shareholders who are entitled to receive the notice of meeting on or about June 1, 2022. The audited consolidated financial statements of the company for the year ended December 31, 2021, and related management discussion and analysis are available under the company's profile on the SEDAR website. Copies of all documents are also available on the company's website, which is linked at the bottom of viewer screens. Unless there's any objection, I will dispense with the reading of the notice of the meeting. Seeing there's no objection, we will dispense with the reading. With respect to the mailing of the materials to shareholders, I direct that the statutory declaration of mailing be annexed to the minutes of this meeting. The preliminary scrutineers' report shows that a quorum of shareholders is present at this meeting. As such, I declare that the meeting is properly constituted for the transaction of business. I direct that the scrutineer's report on attendance be annexed to the meeting -- minutes of this meeting. As the first item of business on the agenda for today's meeting, I now present the meeting -- to the meeting, the audited consolidated financial statements of the company for the year ended December 31, 2021, together with the auditor's report thereon. Copies of such documents are available for review on SEDAR and at the link to the company's website shown at the bottom left-hand side of the viewer screens. Unless there is any objection, I will dispense with the reading of the financial statements and auditor's report thereon. Seeing no objection, I will dispense with the reading. The next item of business is the election of directors. The Board of Directors has fixed the number of directors to be elected at the meeting at 5. The 5 directors to be elected by the shareholders of the company shall hold office until the close of business of the next Annual Meeting of Shareholders or until their successors are elected or appointed. The following people, persons have been nominated as directors: Edward Goldthorpe, Perry Dellelce; Sabrina Liak, Stephen Usher and Rudolph Reinfrank. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. If there are no further nominations, I will declare nominations closed. Since there are no other nominations, I move and second a motion to elect the directors. As mentioned at the begin of this meeting, voting on all matters will take place at the same time closer to the end of this meeting. I will now move to the next item of business. The next item of business is to appoint the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. I move and second that Deloitte & Touche be reappointed as the auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. As voting will take place on all items closer to the end of the meeting, I will now move to the next item of business. The next item of business is to consider and if deemed advisable, approve with or without variation an ordinary resolution approving the stock option plan of the company, including the approval of all unallocated options, rights and other entitlements permitted under the stock option plan. A copy of the stock option plan and a copy of the resolution with respect to this matter are included in the management information circular prepared in connection with this meeting. In order to be effective, the resolution must be approved by not less than a majority of votes cast at this meeting by shareholders attending virtually or by proxy. As voting will now take place on items close to the end of the meeting, I'll move to our next item of business. The next item of business is to consider and have deemed advisable approve with or without variation, an ordinary resolution approving the performance and restricted share unit plan of the company, including the approval of all unallocated awards rights and other entitlements permitted under the performance and restricted share unit plan. A copy of the performance and restricted share unit plan and a copy of the resolution with respect to this matter are included in the management information circular prepared in connection with this meeting. In order to be effective, the resolution must be approved by not less than a majority of the votes cast at this meeting by shareholders attending virtually or by proxy. As voting will take place on all items closer to the end of this meeting. I will now move to the next order of business. The next item of business is to consider and if deemed advisable, approve with or without variation, an ordinary resolution approving, confirming and ratifying certain amendments to bylaw #1 of the company. The amendments to bylaw #1 were approved by the Board of Directors of the company on May 23, 2022, and became effective as of that date, subject to confirmation by shareholders at this meeting. A copy of the amended and restated bylaw #1 and the resolution with respect to this matter is included in the management information circular prepared in connection with this meeting. In order to be effective, the resolution must be approved by not less than a majority of the votes cast at this meeting by shareholders attending virtually or by proxy. As I've now summarized all items of business, I will now move forward to the voting portion of the meeting. As mentioned earlier, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened and registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. As previously mentioned, if you are already voted by proxy prior to the meeting, you do not need to vote again now. If you vote again now, any such votes will override your prior votes. Guests are not permitted to vote. And as such, if you're logged in as a guest, your screen will not change. Please register your votes by accessing the voting page and selecting the for, withhold or against buttons as applicable. Next to the name of each proposed director, next to the resolutions with respect to the reappointment of auditors, the reapproval of stock option plan and related matters and the reapproval of the performance and restricted share unit plan and related matters and the approval of the amendments to bylaw #1 of the company. Once the electronic ballot closes, the voting page will disappear and your votes will automatically be submitted. I'll now pause during the voting period, and we'll announce once the polls be closed. [Voting]

As the polls have now been open for the allotted time, I direct that Odyssey closed the poles. As mentioned earlier, prior to the start of the meeting, I received a report from the scrutineers in respect to each resolution. The scrutineers have indicated that based on proxies received prior to the start of the meeting at least a majority of shares voted were voted in favor of each resolution. I therefore declare that each motion has been carried. Each of the 5 nominees have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. On behalf of the company, I would like to thank the directors for Greensand for election and for the past efforts and contributions to Mount Logan. Deloitte & Touche has been reappointed as the auditors of the company and the Board of Directors of the company has been authorized to fix the remuneration. The stock option plan of the company including the approval of all unallocated options, rights and other entitlements thereunder have been approved. The performance and restricted share unit plan of the company including approval of all unallocated awards rights and other entitlements therefore, has been approved. The amendments to bylaw #1 of the company has been approved, confirmed and ratified. I would ask the scrutineers to compile the report regarding the full results of voting on all business matters, which results will be published on SEDAR and by press release following the meeting. I also direct the report to be annexed to the minutes of this meeting. Formal items of the business as set out in the notice of meeting have now been dealt with. Unless there are any further business, I will terminate the meeting. As there are no further business to come before the meeting, I declare the formal part of this meeting to be concluded. As the formal portion of this meeting has now been concluded, we will now open up the floor for any questions shareholders may have. [Operator Instructions] We will now give registered shareholders duly appointed proxy holders a moment to type in their questions. Seeing there are no questions, we will conclude the Q&A period. We thank all of our shareholders for their support, and we look forward to discussing reconnecting with all of you on our next quarterly earnings call. And as always, if anyone has any questions or any would request any dialogue with management, please reach out to any member of the management team. Thank you very much. Stay safe, and have a wonderful summer.