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

Good afternoon everyone. Welcome to the Annual General and Special Meeting of Propel Holdings Inc. Please note that this meeting is being recorded. I would like to introduce Devon Ghelani, the moderator of today's meeting. Devon, please go ahead.

Thank you for joining Propel's Virtual Annual General and Special Meeting of Shareholders. We have made the decision to hold this year's Annual General and Special Meeting in a virtual-only format 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 would refer you to our most recently filed management's discussion and analysis and annual information form, which include a summary of 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.

Thanks, Devon. Good afternoon. Thank you all for coming to Propel's Virtual Annual General and Special Meeting of Shareholders. As CEO, I will act as the chair of today's meeting. During the formal business portion of the meeting, please note that only registered shareholders or their 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 would like to clarify a few procedural matters relating to the conduct of the meeting. First of all, questions in response of a motion can be submitted by a registered shareholder or unappointed proxyholder using the question platform service of TSX Trust labeled Ask A Question. Please note that there will be a slight delay in the publication of the communications received. Second of all, 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. Third of all, questions will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting at the discretion of the Chair. Fourth of all, 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 for all registered shareholders and duly appointed proxyholders. The moderator will indicate that polls are open by saying, "I now declare the polls open." The voting button will appear on the left-hand side of the screen, once voting is open. Voting will close approximately 30 seconds after the conclusion of the formal business of the meeting. First of all, if you already voted by proxy, you do not need to vote again during the meeting as your vote has already 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 that the meeting will be revoking any previously submitted proxies and only the electronic ballot submitted today at the meeting will be counted. And 6 of all, 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. Before I begin, I want to thank our shareholders for their continued support. 2023 was a record year for Propel, with revenue of USD 316 million and adjusted net income of USD 36 million. I'm incredibly proud of what the team accomplished. We have had an incredible strong start to the year, and we are confident we will meet our financial targets. We are also working on a number of new growth and business development initiatives that we'll be able to announce in the coming months. As we said in our last quarterly financial update, we have observed exceptionally strong consumer demand in Canada and the U.S. We have 70 million consumers who are underserved by traditional financial institutions in North America. At a time when many consumers are living paycheck-to-paycheck, consumers need access to best-in-market lending products. At Propel it is our mission to serve these consumers and in doing so to help them overcome their financial roadmap. We have shown that we can not only create opportunities for our customers but also for our team and for you, our shareholders. I'm incredibly proud of what we have accomplished. There is so much more to come. Now let's turn back to the business of the Annual General and Special Meeting. I call to order the annual meeting of the company's shareholders. With 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, Adam Shafi, to act as scrutineer. The purpose of today's meeting are set out in detail in the management information circular dated May 8, 2024. Copies of the circular were made available to shareholders on or around May 21, 2024, together with the notice of the meeting in the form of proxy. Accordingly, unless there is any objection, I will dispense with the reading of the notice of meeting. I have received a declaration prepared by our transfer agent, TSX Trust Company, indicating that either a notice of this meeting and the accompanying proxy materials or the notice and access notice as applicable was duly mailed to shareholders of record as of May 6, 2024. I direct that a copy of the notices and circular and the direction of mailing be kept by the secretary with the records of the meeting. Scrutineers report indicates that shareholders holding in the aggregate of more than 25% of the voting rights attached to shares entitled to be voted at the meeting are 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 records of the meeting. I now declare that this meeting was publicly called and duly constituted for the transactional business. It's your registered shareholder, a duly appointed proxyholder, the electronic ballot will now be available on your screen. Please register your vote by pressing on For, Withhold or Against buttons as applicable next to the name of each proposed director. Secondly, resolution with respect to the appointment of MNP LLP as auditors of the company. And thirdly, the resolution with respect to ratifying and approving the omnibus long-term incentive plan of the company. You will have time to vote throughout the formal part of the meeting.

I now declare the polls open. [Voting]

The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended December 31, 2023, as well as our 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 12, 2024. Noting no objection, I will dispense 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 now move on 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 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 received 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 contains 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 persons 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 were received, in accordance with the advanced notice provisions contained in the company's bylaws, I declare 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'll 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 a director 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 workers of the company. I move that MNP LLP will be appointed auditors of the company until the end of the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration. The final item of business is the ratification and approval of the renewal of the company's omnibus long-term incentive plan. The plan was initially approved in October 2021. The company is seeking shareholder approval for the renewal of the long-term incentive planning in accordance with the rules of the Toronto Stock Exchange. The Board has approved, subject to shareholder confirmation, the ratification and approval of the adoption of the company's omnibus long-term incentive plan. I move that the company's [indiscernible] be ratified and approved. 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 a vote. The time is now 1:10 and the ballots will close on all resolutions in 30 seconds. So that will be 1:11 and 30 seconds [indiscernible]. [Voting]

Voting is now closed. I would like to ask the scrutineers that the scrutineers compile the reports regarding the results of voting on all business matters. We'll wait a few minutes while the scrutineers compile their reports. While the scrutineers compile their report, will be on mute, please wait patiently. While the scrutineers are completing their report, I will ask if there is other formal business to be brought before this meeting? As there is no other business to be brought before this meeting, I received the scrutineer's report and declare the following: Firstly, 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. Second of all, MNP LLP is hereby appointed as auditor of the company for the ensuing year, and the Board of Directors be authorized to fix their remuneration. Third of all, the company's Omnibus long-term incentive plan as disclosed in the circular, is hereby ratified and approved. Final voting numbers will be posted on SEDAR+. If there is no further business to be bought 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. I'll now turn the meeting over to the moderator.

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 registered shareholder or a duly appointed proxyholder. Please limit your questions to topics related to today's subject matter and keep your questions short and simple. We may consolidate questions that are repetitive or overlap in the interest of all those logged on today. We will now give a attendants a brief moment to type in their questions if they have not already done so. There being no questions, we are now concluding the question-and-answer portion of this meeting.

Thank you for attending today's meeting. You may now disconnect.