Onex Corporation (ONEX) Earnings Call Transcript & Summary

Good morning, everyone. My name is Gerry Schwartz, and I am the Chairman and CEO of Onex. Welcome to our 33rd Annual Shareholders Meeting and our first, for sure, our first virtual meeting. I'm speaking to you from my home office, which feels more of a little bit strange. Also attending the meeting remotely is Andrea Daly, our Corporate Secretary. Although we're disappointed not to meet with you in person today, our thoughts are with you, your families and our communities. We thank you for your patience with this online format and any unexpected glitches that may occur, although we don't anticipate any. Our service provider is making all of this happen, and they are very experienced and will help us out, if needed, throughout. Instructions on the voting procedure will appear on the left side of your screens as we proceed. Given that real-time interaction really isn't feasible this morning, you'll also see in your screen instructions for submitting any questions or comments that you may have. We'll consider those following the meeting. Please be sure to provide us with your contact information for any follow-up. Now I'd like to acknowledge the members of the proposed Board of Directors, most of whom are joining and listening to the meeting: Dan Casey, Chair and CEO of Creson Corporation; William Etherington, former Chair of the Board of CIBC and former Chair and CEO of IBM World Trade; Mitch Goldhar, Executive Chair of Smart REIT; Serge Gouin, former Chair of the Board of Quebecor Media; Eve Heersink, Senior Managing Director of Onex; Arianna Huffington, Founder and CEO of Thrive Global, and before that, of The Huffington Post; John McCoy, former Chairman and CEO of Bank One; Robert Prichard, Chair of Torys law firm and former Chair of the Bank of Montreal; Heather Reisman, Chair and Chief Executive Officer of Indigo Books; Arni Thorsteinson, President of Shelter Canadian Properties; and Beth Wilkinson, the founding partner of Wilkinson Walsh & Eskovitz, a specialty trial and litigation law firm. We have 4 items of business on the agenda today. Andrea will act as Secretary of the meeting, and AST will act as scrutineer as we work through these 4 items. I've confirmed that persons representing more than 20% of the voting shares have already registered with the Secretary and have logged into our online meeting, and therefore, a quorum already exists. We will conduct today's votes by a single electronic ballot. If you've already voted in advance by proxy, you don't need to do anything when balloting is opened, unless, of course, you wish to change your previously submitted vote. Voting this morning can only be done through our virtual meeting platform, and you can register to vote by entering your control number as the user name and entering onex2020, all in lower case, as your password. This is the online equivalent of the in-person registration that typically would take place at our meeting. Instructions on how to vote will appear on the voting panel of your screen. Given that approach, I propose to move through the formal items of business as efficiently as we possibly can. The online voting polls are now open on all items of business and will remain open as we proceed. The first item of business is to appoint PricewaterhouseCoopers as auditor and to authorize the directors to fix their compensation. I'll ask Andrea for a motion.

Mr. Chairman, I move that PricewaterhouseCoopers LLP be appointed as auditors of Onex until the close of the next Annual Meeting of Shareholders, and the directors be authorized to fix the auditor's compensation.

Thank you, Andrea. If you are a shareholder or proxy holder that has used your control number to log into the meeting, you can follow the on-screen instructions to record your vote. Again, if you've already voted by proxy in advance of this meeting, you don't need to do anything unless you wish to change your vote. The next item is the election of directors. As you know, 7 of our directors are elected exclusively by the multiple voting shares. I am one of those directors, the other MVS directors for the upcoming year will be Dan Casey, Serge Gouin, Eve Heersink, John McCoy, Rob Prichard and Heather Reisman. All MVS have already been voted in favor of those nominees and all have therefore been elected. We'll move to the election of 5 directors by holders of SVS, or subordinate voting shares. Again, proxies representing the substantial majority of the SVS were submitted in advance of this meeting. We will publicly report the specific voting percentages for each director when we receive the scrutineer's formal report. But the preliminary count shows well more than a majority support for each nominee. I'll call on Andrea again for a motion.

Mr. Chairman, I move the nomination for election of Bill Etherington, Mitch Goldhar, Arianna Huffington, Arni Thorsteinson and Beth Wilkinson as Directors of Onex to hold office until the close of the next annual meeting of shareholders.

Thanks, Andrea. Once again, please record your vote on the election of the 5 SVS directors, remembering that if you have already voted by proxy, you do not need to take any further action unless you wish to change your vote. The next item of business is the approval of an advisory resolution relating to the corporation's approach to executive compensation, as has been discussed in detail in this year's information circular. I'll call on Andrea again for a motion.

Mr. Chairman, I move that the shareholders accept the approach to executive compensation described in the circular for this meeting.