RB Global, Inc. (RBA) Earnings Call Transcript & Summary

Good morning, and welcome to the virtual webcast of the 2020 Annual Meeting of Shareholders of Ritchie Bros. Auctioneers Incorporated. We do not expect any technical difficulties today. However, in the event we lose audio or webcast connection and we are unable to provide any update, please wait 10 minutes for resolution. Please refer to the company's Investor website for updates. The polls are open. To vote, click on the vote here button at the bottom right corner of the webcast screen. The polls will remain open until the conclusion of the matters to be voted on portion of the meeting. I would now like to introduce Ritchie Bros.' Chief Executive Officer, Ann Fandozzi.

Thank you. Good morning, and welcome. Before we begin the formal business of the meeting, I wanted to take this opportunity to briefly share some perspective on the coronavirus pandemic. In March of this year, the World Health Organization declared the outbreak of COVID-19 as a global pandemic. These are truly extraordinary times. And on behalf of all of us at Ritchie Bros., I'd like to express our deepest gratitude to the countless individuals on the frontline that are selflessly devoting themselves to the battle of this global pandemic. For Ritchie Bros., during this unprecedented time, we have defined our purpose very clearly as being there for our customers, while keeping them and our employees safe. At a time when our customers need liquidity most, I am so proud of the resiliency demonstrated by our employees and the commitment they continue to show daily to our customers and to each other. Using appropriate risk mitigation and safety practices, we have acted swiftly and deliberately to safeguard our employees and business operations as we proactively support our customers. We immediately formed a crisis management steering team, which implemented our business continuity plans in a quickly evolving environment. Within a matter of days, we were able to begin rolling out action plans to pivot our business to 100% online sales, implemented flexible work arrangements and supported our people remotely with technology and safe work environment. We established 3 key priorities, which governed our response efforts: first, the health and safety of our employees, our customers and their families; second, continuing our operations safely to ensure we were there for our customers; and third, strictly adhering to all safety regulations and guidelines such as those implemented by the CDC, World Health Organization and other government entities. This crisis has certainly underscored the fact that our purpose has never been more essential. Whether our customers need liquidity or a trusted adviser in these trying times, we will lean in with a great sense of pride, passion and the knowledge that we stand with already to provide our assistance in whatever form it is needed. The battle to overcome COVID will not be quick or easy, but I am confident we will emerge from this an even stronger company. I encourage you to join our first quarter earnings call this Friday, May 8, at 8:00 a.m. Pacific Time, where we will share more details about our business. With that, I would now like to introduce Ritchie Bros.' Chair of the Board, Bev Briscoe, to begin the meeting.

Thank you, Ann, and thank you for that update. Welcome, everyone, and thank you for joining us today, especially during these unprecedented times. In light of the COVID-19 outbreak and our desire to help flatten the curve, we've opted to hold a virtual annual meeting. My name is Bev Briscoe, and I'm Chair of the Board of Directors of the company. I would like to call the 2020 Annual Meeting of Ritchie Bros. Auctioneers Incorporated to order, and I will act as Chair of this meeting. Joining me on the conference call today are Ann Fandozzi, our Chief Executive Officer; Sharon Driscoll, our Chief Financial Officer; Darren Watt, our General Counsel and Corporate Secretary; and Zaheed Mawani, our Vice President of Investor Relations. The company currently has 8 directors, including Ann and myself that are standing for reelection at today's meeting. And in addition, we're pleased to introduce Adam DeWitt as our new director nominee. I will ask Darren Watt to act as recording secretary for the meeting; and Leanne Branston and Joanne Dibenedetto to act as scrutineers. And we'll first deal with the formal business of the meeting. Shareholders may submit questions electronically during the meeting by typing your question in the box located at the bottom left corner of the webcast screen. And questions received during the meeting that are related directly to the business of the meeting will be read, allowed and addressed and any other questions received during the meeting will not be answered live, but instead, we'll consider a response to such questions following the conclusion of the meeting. And this could result in a direct response or via the company's website on the Investor Relations page, depending on the subject matter and the relevance. The proof of mailing of the notice calling this meeting, together with a copy of the proxy statement, a form of proxy and annual report, including the financial statements for the year ended December 31, 2019, has been duly filed. And I ask that proof of mailing be kept by the secretary with the records of this meeting. And although the formal scrutineer's report is not yet available, I'm advised that the preliminary report of the scrutineer indicates representation of 34,439 shareholders by proxy, representing 81,830,081 shares or approximately 74.67% of the number of shares eligible to be voted at this meeting. So there is a quorum present. Accordingly, I declare this meeting to be regularly called and properly constituted for the transaction of business. The scrutineer will prepare the final scrutineer's report and such report will be attached as an exhibit to the minutes of this meeting. As noted by our operator, our polls are now open. I want to remind shareholders that if you've not -- if you have already voted by proxy, you do not need to vote in this virtual meeting, unless you want to change your vote. And the proxy holders will vote your shares according to the proxy. So the first item of business at this meeting is the receipt of the financial statements of the company and the report of the auditors for the financial year ended December 31, 2019. The financial statements and the auditor's report were contained in the annual report that was mailed or otherwise made available to each shareholder. With the consent of the meeting, the auditor's report will not be read at this meeting, and I now declare that the financial statements and the auditor's report have been received by the shareholders and submitted to this meeting. The next item of business is the appointment of auditors. As recommended by our Audit Committee, I ask for a motion to appoint Ernst & Young LLP, chartered accountants, as auditors of the company and to authorize our Audit Committee to fix the remuneration to be paid to the auditors.

I so move.

Thank you. Would someone please second this motion?

I second the motion.

Thank you. The meeting will now vote on the motion. And while we normally would take a vote by way of a show of hands, there are no shareholders voting in person today. Accordingly, we will read the votes received by the proxy on this matter. So we've received 81,764,337 votes by proxy voting for this motion and 65,744 votes by proxy were voted as withheld. Therefore, I declare the motion carried. I will now proceed with the election of directors. The proxy statement mailed or otherwise made available to shareholders contains the names of the nominees for election to the Board of Directors by or at the election of the Board. Pursuant to the Articles of the Company, the Board of Directors has fixed the number of directors to be elected at this meeting at 9 and the Board has proposed 9 nominees. The persons nominated by or at the election of the Board of Directors is set out in the proxy statement are Beverley Briscoe; Bob Elton; Kim Fennell; Amy Guggenheim Shenkan; Erik Olsson; Sarah Raiss. Ann Fandozzi; Chris Zimmerman; and Adam DeWitt. Pursuant to advance notice provisions included in the bylaws of the company, advance notice to the company of nominations of persons for election to the Board of Directors is required and must be made not less than 30 days prior to the date of an annual meeting. The company did not receive any notice of any director nominations from shareholders in connection with the meeting. So as a result, the only nominations for elected as directors are the persons nominated by or at the direction of the Board of Directors. Information regarding each of the nominees is included in the proxy statement mailed or otherwise made available to shareholders prior to the meeting. I'm advised that each of the nominees is either present or has consented in writing to act as a director of the company. As there are no other nominations, I declare that the nominations are closed. The company has adopted a majority voting policy that requires us to record the number of votes received in favor of each individual director in connection with their election at this meeting. I ask for a motion in favor of the election of each of the 9 persons nominated to serve as directors.

I move that each of the persons nominated be individually elected as directors of Ritchie Bros. Auctioneers Incorporated until the close of the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed or he or she otherwise ceases to hold office, subject to and in accordance with Ritchie Bros. bylaws and majority voting policies.

And would someone please second this motion?

I second the motion.

Thank you. I have been advised by the scrutineers that the proxies deposited for the meeting have been overwhelmingly voted for the election of each of the directors nominated. Therefore, I declare each of the nominees to have been duly elected as directors of the company and to hold office until the next annual meeting. The final tabulated voting results will be disclosed as part of the company's formal report on voting results for the meetings, which will be filed with the SEC and on SEDAR within the next 2 business days. So the final item of business is a shareholder advisory say-on-pay vote concerning the Board's approach to executive compensation. At this meeting, shareholders are being asked to approve on an advisory basis a resolution in the form set out in the proxy statement that shareholders accept the approach to executive compensation disclosed in the company's proxy statement. The company wishes to provide shareholders with an opportunity to record their position regarding this amount. I ask for a motion for the approval of this advisory resolution.

I move that the advisory resolution that shareholders accept the approach to executive compensation disclosed in the proxy statement delivered in advance of this meeting be approved.

Thank you. And would someone second this motion?

I second the motion.

Thank you. So we received 75,572,470 votes by proxy voting for this motion. 2,893,949 votes by proxy were voted against this motion and 62,143 abstentions. I therefore declare the motion carried. So the formal agenda of the meeting is now complete. And as noted earlier, if there are any questions concerning the meeting or other related matters, shareholders are invited to submit the questions electronically by typing your question into the box located in the bottom left-hand corner of the webcast screen or by contacting our Investor Relations department at [email protected]. As noted earlier, questions received during the meeting that are related directly to the business of the meeting will be read aloud and addressed. And any other questions received during the meeting will not be answered live, but instead, we'll consider a response to such questions following the conclusion of the meeting. This could include a direct response or via the company's website on the Investor Relations page, depending on the subject matter and the relevance. So before we move on to questions, I want to take this opportunity to sincerely thank you, our shareholders, for joining us today and for your continued support of Ritchie Bros. I also want to thank our Board of Directors for their exceptional service throughout the year. And finally, I want to sincerely thank all of our employees for their service, dedication and passion, especially during these unprecedented times. And on a personal note, it has been an honor and a privilege to serve as the Chair of this amazing company for the past 6 years. As we indicated in our proxy statement, Erik Olsson will become the new Chair of the Board. And I know that we'll be in good hands with Erik as Chair. I will stay on as a director, and I look to the next chapter of Ritchie Bros. history. I thank you all, and I now ask for a motion that this meeting be concluded.

I move that this meeting be concluded.

Thank you. Someone, please second the motion?

I second the motion.

Thank you. So I now declare that the formal part of this meeting is concluded. And I will turn it over to Zaheed Mawani to read any questions that may have been submitted during the meeting. Thank you, Zaheed.

Thank you. As we have not received any questions as of yet and as such, we want to take this opportunity to thank you for joining us on our Annual Shareholders Meeting and again for your continued support and your interest in Ritchie Bros. We look forward to seeing you next year, and thus, this concludes today's webcast. Thank you.

Thank you.

Ladies and gentlemen, thank you for participating. You may now disconnect.