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

Good morning, and welcome to the virtual webcast of the 2021 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 Investor website for updates. The polls are open. To vote, click on the voting button at the bottom of the webcast screen. The polls will remain open until the conclusion of the meeting. I would now like to introduce Ritchie Bros.' Chief Executive Officer, Ann Fandozzi.

Good morning to everyone joining our call, and welcome to our annual shareholder meeting. It has been over a year since the pandemic started, and we hope you and your loved ones are safe and healthy. I'm only going to speak for a few minutes, but wanted to cover 3 things. Yes, it's always 3. First, how Ritchie Bros. have and continues to navigate this global health crisis. Second, a quick overview of the transformation we set in motion in 2020 to become the global marketplace for insights, services and transaction solutions for commercial assets; and third, the progress we've made on our environmental, social and governance issues, or ESG. 2020 was an unprecedented year given the pandemic, social unrest, extreme weather events and a turbulent U.S. election, and I'm very proud of all of the employees of Ritchie Bros. because we came together not only as a company, but as a community to help our customers and each other. Last year, we outlined that we wanted to be there for our valued customers, while keeping the health and safety of our employees a top priority. Viewing the world through this lens, we implemented a number of COVID protocols to face this crisis, and I'm pleased to say that has served us well and has enabled Ritchie Bros. to not only adapt, but thrive in this new environment. Beyond the PPE and social distancing, a core part of our approach was to have a 2-way dialogue with our employees to understand and respond to this dynamic environment. For me, our business starts and stops with people, and this dialogue enabled us to have the agility needed to respond to our turbulent times. We created a platform, which empowered our employees to advance issues that are important to them and are continuing to find avenues to give our employees a voice. Now let me talk about the business. 2020 was an extraordinary year. And despite the headwinds, not only did we deliver record-breaking financial results, we continue to develop as a company. We came out of the summer of 2020 with a strategy to evolve into a trusted global marketplace for insights, services and transaction solutions for commercial assets. We further defined the 5-strategic pillars, which will enable this strategy. They are: delivering the best customer experience, delivering the best employee experience, implementing a modern architecture, scaling an integrated inventory system and accelerating growth through testing, through pilots and through scaling our learnings. We were able to attract exceptional senior leaders to support these pillars, and every single addition is someone who has previously implemented the types of solutions Ritchie Bros. is looking for. Also, in December of 2020, we successfully completed the acquisition of Rouse Services, a data and performance benchmarking company in the commercial asset space to help accelerate our journey. Lastly, let me talk about ESG. In 2020, we also took our first step in telling our ESG story by publishing our inaugural sustainability report. Environmentally, Ritchie Bros. is one of the world's largest practical green re-commerce companies, enabling the circular economy by facilitating reuse of equipment. We understand that ESG issues are dynamic and ever-changing. We see this as a journey, and our philosophy continues to be having an open dialogue with our employees, customers and investors to better understand what Ritchie Bros. can do to become a champion for issues that are important for all of our stakeholders. We continue to have an intense focus on the needs of our customers, and we will let them guide us in a post-pandemic world on how best to serve them. Let me stop there and move the call to Ritchie Bros.' Chairman of the Board, Erik Olsson, to begin the meeting.

Thank you, Ann, and welcome, everyone, and thank you for joining us today. As we did last year, we have opted to hold the virtual annual meeting. Again, we hope that you're all staying healthy and safe. My name is Erik Olsson, and I'm Chair of the Board of Directors of the company. And I would like to call the 2021 Annual Meeting of Ritchie Bros. Auctioneers Incorporated to order. I will act as Chair of this meeting. Joining me today, as you heard, is Ann Fandozzi, our Chief Executive Officer; Sharon Driscoll, our Chief Financial Officer; Darren Watt, our General Counsel and Corporate Secretary; Carmen Thiede, our Chief Human Resource Officer; and Sameer Rathod, our Vice President of Investor Relations. The company currently has 9 directors, including Ann and myself, that are standing for reelection at today's meeting. I will ask Darren Watt to act as recording secretary for the meeting and Leanne Branston to act as scrutineer. We will first deal with the formal business of the meeting. Shareholders may submit questions electronically during the meeting by typing your question into the box located at the bottom of the webcast screen. 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 will consider a response to such questions following the conclusion of the meeting. This could include the direct response or via the company's website on the Investor Relations page, depending on the subject matter and relevance. So proof of the mailing of the notice calling this meeting, together with a copy of the proxy statement, formal proxy and annual report, including the financial statements for the year ended December 31, 2020, has been duly filed, and I ask that proof of mailing be kept by the secretary with the records of this meeting. Although the formal scrutineer's report is not yet available, I am advised that the preliminary report of the scrutineer indicates representation of 35,538 shareholders by proxy, representing 89,426,659 shares, or approximately 81.32% of the number of shares eligible to be voted at this meeting. 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, the polls are now open. I want to remind shareholders that if you have already voted by proxy, you do not need to vote in this virtual meeting unless you want to change your vote. The proxy holders will vote your shares according to the proxy. 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 of the company ended December 31, 2020. The financial statement and 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 auditor's report have been received by the shareholders as 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.

Will someone please second this motion?

I second the motion.

The meeting will now vote on the motion. While we normally would take a vote by way of show of hands. There are no shareholders voting in person today. Accordingly, we will read the votes received by proxy on this matter. We received 89,127,124 votes by proxy voting for the motion and 299,535 votes by proxy voted as withheld. I therefore declare the motion carried. We 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 are set out in the proxy statement are myself, Ann Fandozzi, Beverley Briscoe, Chris Zimmerman, Bob Elton, Sarah Raiss, Amy Guggenheim Shenkan, Kim Fennell 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 notice of any director nominations from shareholders in connection with the meeting. As a result, the only nominations for election of 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 made or otherwise made available to shareholders prior to the meeting. I am advised that each of the nominees is either present or else 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 report the number of votes received in favor of each individual director in connection with their election at this meeting. So 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 policy.

Will someone please second this motion?

I second the motion.

I have been advised by the scrutineer 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 have been duly elected as directors of the company 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 meeting, which will be filed with the SEC and on the SEDAR within the next 2 business days. The final item of business is the 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 matter. 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.

Will someone please second this motion?

I second the motion.

So we received 83,214,000 votes by proxy voting for this motion, 3,470,653 votes by proxy voting against this motion and 353,473 abstentions. I therefore declare the motion carried. The formal agenda for this meeting is now complete. As noted earlier, if there are any questions concerning the meeting or other related matters, shareholders are invited to submit questions electronically by typing your question into the box located at the bottom 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 will 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 relevance. Before we conclude, 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 service throughout the year. And finally, I want to thank our employees for their service, dedication and passion, especially during these unprecedented times. I now ask for a motion that this meeting be concluded.

I move that this meeting be concluded.

Will someone please second this motion?

I second the motion.

I now declare the formal part of this meeting to be concluded. I will now turn it over to Darren Watt to read any questions that may have been submitted during the meeting. Thank you very much.

We have not received any questions. As such, we want to take this opportunity to thank you once again for your continued support and your interest in Ritchie Bros. This concludes today's webcast.