Propel Holdings Inc. (PRL) Earnings Call Transcript & Summary

Welcome to the Annual Meeting of Propel Holdings Inc. Please note that this meeting is being recorded. I would like to introduce Lindsay Finneran-Gingras, the moderator of today's meeting. Lindsay, please go ahead.

Thank you for joining Propel's Virtual Annual General Meeting of Shareholders. We have made the decision to hold this year's Annual General Meeting in a virtual-only format that is being streamed via live webcast. Our agenda today includes the formal business of the meeting that will be conducted by Clive Kinross, our Chief Executive Officer. We will conclude with a question-and-answer period open to registered shareholders and duly appointed proxyholders, at which time Clive and Sheldon Saidakovsky, our Chief Financial Officer, will be available to respond to questions. Please note that our remarks and responses to questions today may include our expectations, future plans and intentions that may constitute forward-looking statements. We'd refer you to our most recently filed management discussion and analysis and annual information form, which include a summary of the material assumptions as well as certain material risks and factors that could affect our future performance and our ability to deliver on these forward-looking statements. And with that, I would like to turn the meeting over to Clive Kinross, our CEO, to lead us through the formal business of the meeting.

Good afternoon. Thank you all for coming to Propel's Virtual Annual General Meeting of Shareholders. As CEO, I will act as a Chair for today's meeting. During the formal business portion of the meeting, please note that only registered shareholders or the duly appointed proxyholders are permitted to vote or otherwise participate and ask questions in the meeting. As this meeting is being held virtually via live audio webcast, we'd like to clarify a few procedural matters relating to the conduct. Questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxyholder using the question platform service of TSX Trust, they will ask a question. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxyholder. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly relating to the motions before the meeting may be addressed during the meeting at the discretion of the change. Voting on all matters will be conducted by a single electronic ballot. Voting will be open at the beginning of the meeting and available throughout the formal part of this meeting to registered shareholders and duly appointed proxyholders. The moderator will indicate that all polls are open by saying, "I now declare the polls open." Voting button will appear on the left hand of your screen once voting is open. Voting will close approximately 30 seconds after the conclusion of the formal business of the meeting. If you have already voted by proxy, you don't -- you do not need to vote again during the meeting as your vote has been recorded, and will be counted by the scrutineer. Registered shareholders and duly appointed proxyholders who have already submitted a ballot proxy and want to vote again by electronic ballot of the meeting will be revoking any previously submitted proxies and only the electronic ballot submitted today at the meeting will be counted. If we encounter any technical difficulties, please remain logged on, and we will resume as soon as possible. We will now proceed with the formal portion of the meeting. I call to order the annual meeting of the company's shareholders or the consent of the meeting, I appoint Jay Vaghela, Senior Vice President, General Counsel or Corporate Secretary of the company, to act as Secretary for this meeting. In addition and with the consent of the meeting, I appoint TSX Trust Company, through its representative, to act as scrutineer. The purpose of today's meeting are set out in detail in the management information circular dated May 9, 2023. Copies of the circular were made available to shareholders on or around May 18, 2023, together with notice of the meeting and the form of proxy. Accordingly, unless there is any objection, I will dispatch the reading with the notice of the meeting. I've received a declaration prepared by our transfer agent, TSX Trust Company, indicating that either a notice of this meeting and the company proxy materials or the notice and access notice as applicable, was duly mailed to shareholders of record as of May 18, 2023. I direct that a copy of the notices and circular and the declaration of mailing be kept by the secretary with the records of the meeting. The scrutineers' report indicates that shareholders holding the aggregate more than 25% of the voting rights attached to shares entitled to be voted in virtual or present in-person or represented by proxy. As this meets the quorum requirements in the company's bylaws, we may proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. I now declare that this meeting was properly called and duly constituted for the transactional business. If you are registered shareholders or duly appointment proxyholder, the electronic ballot will now be available on your screen. Please register your votes by pressing on the 4, withhold or against buttons as applicable, next to the name of each proposed director and next to the resolution with respect to the appointment of MNP LLP as auditors of the company. You'll have time to vote throughout the formal part of the meeting.

I now declare the polls open.

The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2022 as well as auditor's report thereon. These financial statements and the auditor's report were made available on the SEDAR website under the company's profile and on the company's website on March 22, 2023. Noting no objection, I will dispatch with the reading of the auditor's report. We will entertain any questions with respect to the company's consolidated financial statements in the question period following the formal portion of this meeting. We'll now move to the next item on today's agenda. The next matter to be acted upon is the election of 7 individuals to the Board of Directors. The term of office of the directors is from today until the end of the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As described in the circular, the company has adopted a majority voting policy pursuant to which any director nominee who receives more votes withheld than for, must submit his or her resignation promptly and such resignation must be accepted by the Board other than in exceptional circumstances. The circular content information on each of the 7 nominees recommended for election as directors. As outlined in the circular, the following directors have each been nominated to hold office until the close of the next Annual Meeting of the Shareholders or until his or her successors are duly elected or appointed. They are Michael Stein, Clive Kinross, Peter Monaco, Poonam Puri, Geoff Greenwade, Karen Martin and Peter Anderson. Each of the directors nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Ontario Business Corporation Act. Given that no nominations received in accordance with the advanced notice provisions contained in the company's bylaws, are declared the nominations to be closed. I move to nominate the directors as set forth in the circular. If there is no discussion, as mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot, and the polls are currently open, so you can vote on the election of each director as you see fit. We will now move on to the next item of business. The next item of business is the appointment of the auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee and the Board have approved subject to shareholder confirmation, the appointment of MNP LLP as the auditors of the company. I move that MNP LLP be appointed auditors of the company until the end of the next Annual Meeting of Shareholders and directors be authorized to fix their remuneration. If you haven't voted already, please do so now. After 30 seconds voting will be closed and you may no longer be able to submit or vote. The time is now 1:10 PM and the ballots will close on all resolutions in 30 seconds. [Voting]

Voting is now closed. I would now like to ask that the scrutineers compile the report regarding the results of voting on all business matters. While the scrutineers are completing their reports, I will ask whether there is any -- whether there is other formal business to be brought before this meeting? As there is no other business to be brought before this meeting, I've received the scrutineer's reports and declare the following: each of the 7 nominees have been elected as directors of the company to serve until the end of the next Annual Meeting of Shareholders or until their successors are elected or appointed. MNP LLP is hereby appointed as auditor of the company for the ensuing year. The Board of Directors is authorized to fix their remuneration. Final voting numbers will be posted on SEDAR. If there is no further business to be brought before this meeting, I move that the formal portion of today's meeting be concluded. I declare the formal portion of this meeting closed. We will now move on to the question-and-answer period.

Thank you, Clive. As mentioned at the beginning of the meeting, if you have any questions, please use the question feature of the virtual meeting platform and indicate your name, the entity you represent, if any, and confirm you are a registered shareholder or duly appointed proxyholder. Please limit your questions to topics relating to today's subject matter and keep your questions short and distinct. You may consolidate questions that are repetitive or overlap in the interest of all those logged in today. We'll now give attendees a brief moment to type in their questions if you've not already done so. There being no questions, we are now concluding the question-and-answer portion of this meeting. We thank you all for joining us this afternoon. You may now disconnect.

Thank you, everyone for joining. You may now leave the meeting.