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

Welcome to Mount Logan Capital's Annual Meeting for Shareholders. Please go ahead.

Good morning, and welcome to the Annual Meeting of Shareholders of Mount Logan Capital Inc. My name is Ted Goldthorpe, and I'm the Chief Executive Officer and Chairman of the Board of Directors of the company. I will act as the Chair of today's meeting. As noted in the materials sent to stockholders before -- prior to the meeting, this year's shareholders meeting is being conducted online only in a 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 the meeting. [Operator Instructions] Number two. Questions will be addressed during the question-and-answer period at the end of the meeting provided that 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 the guest today, or a guest today, you'll be able to observe the meeting but will not be able to vote on any items. I will indicate when voting has opened. If you are 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 the 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 of the resolution. The scrutineers have indicated that based on 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. Report showing the full voting results will be published on SEDAR and by press release following the meeting. For more information regarding the virtual meeting platform, please refer to the management information circular sent to shareholders prior to this meeting. We'll now proceed with 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 of the Annual Meeting of Shareholders of the company, and I will appoint Jason Roos, Chief Financial Officer and Corporate Secretary of the company, to act as Secretary of this meeting. For purposes 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 24, 2023. 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 2, 2023. The audited consolidated financial statements of the company for the year ended December 31, 2022, and related management's discussion and analysis are available under the company's profile on the SEDAR website. Companies of all documents -- copies of all documents are also available on the company's website which is linked at the bottom of your screen. Unless there's any objection, I will dispense with the reading of the Notice of the Meeting. Seeing no objections, we will dispense with the reading. With respect of 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 scrutineers' report on attendance be annexed to the meetings of the minute -- minutes of the meeting. As the first item of business on the agenda today, I will now present the meeting -- the audited consolidated financial statements of the company for the year ended December 31, 2022, 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 of the your screens. Unless there is any objection, I will dispense with the reading of the financial statements and auditor's report thereon. Seeing no objections, 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 this meeting at 7. The 7 directors to be elected by shareholders of the company shall hold office and took the close of business on the next Annual Meeting of Shareholders or until their successors are elected or appointed. The following individuals have been nominated as directors: myself, Edward Goldthorpe, Perry Dellelce, Sabrina Liak, Stephen Usher, Rudy Reinfrank -- Rudolph Reinfrank, David Allen and Buckley Ratchford. Each of the individuals nominated has confirmed that he or she is prepared to serve as a director. If there are no further nominations, I will declare the nominations closed. Since there are no other nominations, I move and second a motion to elect the directors. As mentioned at the beginning of the 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 LLP 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 the remuneration. As voting will take place on all items closer to the end of this meeting, I will now move to the next item of business. As mentioned earlier, the voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be open to registered holders and appointed proxy holders. Poles 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 it on their screens, all motions being brought forth at this meeting. As previously mentioned, if you've already voted by proxy prior to the meeting, you do not need to vote again now. If you vote again now, any votes that 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 and next to the resolution with respect to the reappointment of the auditors. Once the electronic balloting closes, the voting page will disappear and your votes will be automatically submitted. I will now pause for the voting period, and we'll announce once the polls will be closed. [Voting]

As a polls have now been opened for the allotted time, I ask that Odyssey please close the polls. As mentioned earlier, prior to the start of the meeting, I received a report from the scrutineers with respect to each resolution. The scrutineers have indicated indeed that based on proxies received prior to the start of the meeting, at least a majority of the shares voted were voted in favor of each resolution. I therefore declare that each motion has been carried. Each of the 7 nominees has been elected as directors of the company and 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 green to stand for election and where applicable for their 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. I would ask that the scrutineers 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 that the report be annexed to the minutes of this meeting. The formal items of business as set out in the notice of the meeting have now been dealt with. Unless there is any other further business, I will terminate the meeting. As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. As the formal part of the meeting has now been concluded, we will open up the floor for any questions shareholders may have. [Operator Instructions] We'll now give registered shareholders and duly appointed proxy holders a moment to type in their questions. Okay. It looks like we don't have any questions. So with that, I think this concludes our meeting.