Precision Drilling Corporation (PD) Earnings Call Transcript & Summary

Hello, and welcome to the Annual and Special Meeting of Shareholders of Precision Drilling Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transferring, use [indiscernible]. If you disclose personal information of another person in today's meeting, you will be deemed to represent a warrant to Computershare and the corporation. That you first obtain all recorded consents for the disclosure, recording, transferring of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Steve Krablin, Chairman of the Board of Directors of Precision Drilling Corporation. Mr. Krablin, the floor is yours.

Thank you, and good morning. On behalf of myself and the Board, I welcome you to today's Annual and Special Meeting of Stockholders. In the unlikely event of a technical disruption, Mr. Kevin Neveu, our President and CEO and a Director will chair the meeting. In addition to Kevin, also attending today are the Chief Legal and Compliance Officer, Veronica Foley; Vice President of Investor Relations, Lavonne Zdunich; and our slate of nominated directors as named in our 2024 Management Information Circular. Today's meeting will be virtual. The virtual meeting format will offer our shareholders the same opportunities to participate as normally provided at in-person meetings by submitting questions and voting in the meeting. After the formal business of today's meeting is concluded and the meeting is terminated, we will then have a Q&A session. [Operator Instructions]. If your question does not get answered during the meeting, we will respond by e-mail afterwards. With that, I officially call the meeting to order. I will act as Chairman of the meeting, and I appoint Veronica Foley to act as Secretary of the meeting. I also appoint Kyle Gould and Stephanie Tuss of Computershare to act as scrutineers of the meeting. I have been advised that a quorum is present, and I declare that the meeting is regularly called and properly constituted for the transaction of business. The business of the meeting is described in our Management Information Circular dated April 3, 2024, which accompanied the notice of the meeting. I will take the notice of meeting as read. I have proof of filing and proof of mailing of the notice of the meeting, instrument of proxy, financial statements, Management Information Circular and accompanying documents that were sent to the holders of the corporation's common shares. Only registered shareholders who held shares in their name as of March 27, 2024, the record date of this meeting, or their validly appointed proxy holders are entitled to vote at this meeting. For the items of business at today's meeting, we will be conducting voting on all items at once online. If you are a registered shareholder or proxy holder and have not already done so, you can vote now by clicking on the voting icon on your phone, computer or tablet. Once discussion on all items of business has concluded, I will provide additional time to enter your votes and then declare the voting closed on all resolutions. Once the poll is closed, the preliminary results will be announced. The final results of the meeting will be released today and available on our website. I now declare the polls open on all resolutions. The first item of business is the receipt of the audited consolidated financial statements of the corporation for the fiscal year ended December 31, 2023, and the reading of the auditor's report. As copies have been widely available and have been delivered to every shareholder who requested such we can dispense with the reading of them and accept them as presented. The next item of business is the election of the nominated directors. I would like to take this opportunity to thank Mr. Culbert for his dedicated service and many contributions as a director through the years. Mr. Culbert has decided to retire from our Board after serving as a Director since 2017. As no other nominations were properly submitted in compliance with the corporation's bylaws, I declare the nominations closed. As Chair, I propose the following: That the 8 nominated directors as named in our 2024 Management Information Circular be elected as directors until the next Annual Meeting of the Shareholders of the corporation.

Mr. Chairman, my name is Deepa Patel, and I so move.

Mr. Chairman, my name is [ Catalina Galvan ], and I second the motion.

Thank you. The next item of business is the appointment of auditors. As Chair, I propose the following: That KPMG LLP be appointed auditor of the corporation until the next Annual Meeting of Shareholders and that the directors be authorized to set KPMG's fees.

Mr. Chairman, my name is Deepa Patel and I so move.

Mr. Chairman, my name is [ Catalina Galvan ], and I second the motion.

Thank you. The next item of business is to consider an advisory resolution, commonly known as say-on-pay, regarding the corporation's approach to executive compensation. As Chair, I propose the following: That on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, the shareholders accept the approach to executive compensation disclosed in our 2024 Management Information Circular.

Mr. Chairman, my name is Deepa Patel and I so move.

Mr. Chairman, my name is [ Catalina Galvan ], and I second the motion.

Thank you. The next item of business is our new non-employee director share unit plan aimed at providing a compensation system for eligible directors of Precision. As Chair, I propose a resolution approving a new director share unit plan. Details of the plan are included in the Management Information Circular. I ask for a motion that the ordinary resolution authorizing the new director share unit plan as set out on Pages 21 and 22 of our information circular be approved.