Roots Corporation (ROOT) Earnings Call Transcript & Summary

Good morning. My name is Charles, and I will be your conference operator today. At this time, I would like to welcome everyone to the Roots Corporation's Fiscal 2020 Annual Meeting of Shareholders. [Operator Instructions] Before the meeting begins, Roots would like to remind listeners that some of the statements made this morning may contain forward-looking statements. These are subject to a number of risks and uncertainties that could cause actual results to differ, including as a result of the COVID-19 pandemic. Roots refers listeners to the cautionary statements contained in its financial reports and other public documents for full detail. I will now turn over the line to Roots' President and Chief Executive Officer, Ms. Meghan Roach. Ma'am, please go ahead.

Thank you, Charles, and good morning, everyone. On behalf of the Board of Directors and the company, it is a pleasure to welcome you to the fiscal 2020 Annual Meeting of Shareholders of Roots Corporation. Before we begin, I would like to acknowledge the current situation globally and in Canada. These are unprecedented times, and the health and safety of our shareholders and the broader community is our top priority. Due to the public health impact of COVID-19 pandemic, we are unable to meet in person and are instead holding the meeting electronically by audio webcast and teleconference. For those shareholders listening on the phone or via webcast, you do not need to take any action during the formal part of today's meeting. We wish to thank you for submitting your proxies in advance, and your votes will be recorded as you have instructed. We look forward to returning to our regular meeting format next year and appreciate your understanding. Joining me this morning is Erol Uzumeri, our Chairman, who will oversee the formal portion of this meeting. Erol? I'll now pass it on to Erol, who is going to start the formal portion of the meeting. Erol?

Thank you, Meghan. Good morning, everyone. I would now like to formally call to order the Annual Meeting of Shareholders of Roots Corporation. In accordance with our bylaws, Kaleb Honsberger, Roots' General Counsel, will act as secretary of the meeting. I would also ask Louise Waltenbury of Computershare Investor Services, Roots' transfer agent, to act as scrutineer of the meeting. Notice of the annual meeting was mailed to shareholders on June 24, 2021. We have received an affidavit of Computershare Investor Services confirming the mailing. I direct that a copy of this affidavit be kept with the records of this meeting. I have been advised by the scrutineer that a quorum is present for today's meeting, and I would ask that the secretary file a copy of the scrutineer's report with the minutes of the meeting. Of the approximately 42.2 million issued and outstanding shares, 32.9 million or 78.1% are represented here by proxy. I therefore declare that the meeting is properly constituted for the transaction of the business for which it has been called. I will now turn to our formal business. The items of business of the meeting are described in the management information circular, which accompanied the notice of meeting sent to all shareholders. There are 3 items of business to be considered today. First, to receive Roots' consolidated financial statements for the 52-week period ended January 30, 2021; second, to elect the directors; and third, to reappoint the auditors and authorize the directors to fix their remuneration. To make the best use of our time, I have arranged for [ Kristen Davies ] and [ Leon Wu ] in their capacity as shareholders to move and second the proposals, which are called for in the notice of meeting. I kindly remind shareholders listening on the phone or via webcast that you do not need to take any action during the formal part of the meeting. I now place before the meeting the fiscal 2020 consolidated financial statements of Roots and the auditor's report thereon. These are included in the annual report which has been made available to shareholders. No action needs to be taken by shareholders with respect to such financial statements. We'll now proceed to the election of directors. It is my pleasure to introduce the other director nominees: Phil Bacal; Mary Ann Curran; Greg David; Dale Lastman; Rick Mavrinac; Dexter Peart; Meghan Roach, our President and CEO; and Joel Teitelbaum. Nine directors are to be elected. All of the nominees have consented to stand for election to the Board. All 9 proposed nominees are currently members of the Board. Our management information circular contains detailed biographies setting out the professional qualifications and experience of these nominees. In keeping with best practice -- best governance practices, shareholders voting by proxy vote for directors individually rather than by a full slate. I'm pleased to report that based on proxies received by the scrutineer in advance of the meeting, each director nominee received votes in favor from at least 99.9% of votes cast. Could I please have a nomination for the election of directors?

As a shareholder, I nominate the following persons for election as directors of Roots to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed: Phil Bacal, Mary Ann Curran, Greg David, Dale Lastman, Rick Mavrinac, Dexter Peart, Meghan Roach, Joel Teitelbaum and Erol Uzumeri.

As a shareholder, I second each of these nominations.

Thank you. Roots' bylaws require that nominations of directors by shareholders be received by directors at least 30 days in advance of the meeting in order to be valid. As no nominations other than those set forth in the management information circular and included for election at this meeting were received prior to the deadline, the nominations are closed. As this is an uncontested election, Roots' majority voting policy will apply, which, in short, means that any director receiving more withhold votes than votes for is required to promptly offer their resignation for consideration by the Board as described in the management information circular. I'm advised by the scrutineer that very few votes cast by proxy for nominees were withheld. The number of votes in favor and withheld for each individual director nominee may be obtained from the scrutineer. You have now heard the motion for election of directors. As there are 9 directors to be elected and the same number of nominees and based on proxy votes received in advance of the meeting, each director has received at least 99.9% of the votes in favor of their election. I now declare that the proposed nominees have been duly elected as directors of Roots to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed. I will now entertain a motion for the appointment of auditors of Roots and the authorization of directors to fix the auditor's remuneration for the 2021 fiscal year.

As a shareholder, I move that KPMG LLP, chartered professional accountants, be reappointed as auditors of Roots until the next Annual Meeting of Shareholders and that the directors be authorized to fix the auditor's remuneration for the 2021 fiscal year.

As a shareholder, I second the motion.

Thank you. Adoption of this motion requires a favorable vote of a majority of those cast at the meeting. Management has received proxies that direct shares representing 99.9% of the shares represented at this meeting be voted in favor of the resolution. I will assume that the members of management here with me today are voting in favor of the resolution unless they otherwise indicate to me. As the total number of votes received by proxy in favor of this motion is substantial, I declare the motion carried and that KPMG LLP, chartered professional accountants, are reappointed auditors of Roots and that the directors are authorized to fix the auditor's remuneration for the 2021 fiscal year. As there is no further business to be brought before the meeting, I will entertain a motion for the formal termination of this meeting.

I move that the meeting terminate.

I second the motion.

Thank you. The motion is carried. I now declare the formal portion of the meeting terminated. At this time, I will pass the call to Meghan Roach, President and CEO; and Mona Kennedy, CFO, to open the line for questions.

Thank you, Erol. Operator, please open the line for questions.

[Operator Instructions] We have no question at this time. Please go ahead.

Thank you, operator, and thank you, everyone, for joining us today. We look forward to seeing you all in person when we return to our regular meeting format next year, and appreciate your understanding during these unprecedented times. Stay safe.

This concludes today's conference call. Thank you for participating. You may now disconnect.