Route1 Inc. (ROI) Earnings Call Transcript & Summary

Good morning. My name is Tony Busseri, and welcome to the Annual General and Special Meeting of Route1 Inc. The meeting will come to order. Again, I am Tony Busseri, the Chief Executive Officer and President of the corporation, and I will act as the chairman of the meeting. [ Mr. Christian Tof ], Secretary of the corporation, will act as secretary of the meeting. I hereby appoint Roxanne Parsaud, representative of Computershare Investor Services, Inc., the corporation's registrar and transfer agent, as scrutineer to report on the shareholders present in person and the number of shares represented in person and by proxy and to compute the votes on any polls taken. Notice calling this meeting and the accompanying management information circular of the corporation dated as of October 26, 2020, and an instrument of proxy have been made available to the shareholders of record via notice and access to the directors and to the auditors of the corporation in accordance with the relevant bylaws of the corporation, and the Secretary has filed with me proof of service. I direct that a copy of such materials with proof of service be annexed to the minutes of the meeting as is scheduled. I will now ask someone to move and second a resolution dispensing with the reading of the notice.

Be it resolved that the reading of the notice of this meeting be dispensed with.

I second the resolution.

And that was David Fraser. Thank you, gentlemen. All those in favor of the resolution, please so signify. [Voting]

Aye.

Contrary, if any? [Voting]

I declare the resolution carried. I now call upon the scrutineer to present his or her report -- Roxanne's report, excuse me. The scrutineer's report shows a quorum to be present. I, therefore, declare the requisite quorum of shareholders is present and that the meeting is regularly constituted. I direct that the scrutineer's report be annexed to the minutes of this meeting. Before commencing the business of the meeting, I would like to comment on voting procedure. Each holder of a common share is entitled to 1 vote for each share held in respect with each matter to be dealt with at the meeting. Holding with respect to all items of business will be conducted by a show of hand. With the ballots conducted on any resolution, I will vote my ballot, all proxies submitted to me as proxy holder, as required by law. Please note that each shareholder or proxy holder present in person at this meeting has the right to demand their ballot be conducted on any matter either before the show of hands vote or following that vote. I now present to the meeting the financial statements of the corporation for the financial year ended December 31, 2019, and the auditor's report thereon. Copies of the financial statements were made available to shareholders by request, and it has not proposed that our shareholders to approve the financial statements. However, I will be pleased to deal with any relevant questions concerning the financial statements at this time. If shareholders have questions of the general nature, I propose that you save your questions until after the formal part of the meeting is completed. The next item for business is the election of directors. The intent is to elect 7 members at the meeting, as evidenced by the 7 nominees in the formal proxy and in the circular. I now declare the meeting open for nominations.

I'm Peter Chodos. I nominate Tony P. Busseri, Peter F. Chodos, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino, Edward M. Reeder, Jr. as directors of the corporation, to hold office until the next Annual General Meeting of Shareholders or until their successors are elected or appointed.

Are there any further nominations? If there are no further nominations, I will entertain a motion that nominations be closed.

Peter Chodos, I move the nominations be closed.

I, David Fraser, second the motion.

All those in favor of the motion, please so signify. [Voting]

Aye.

Contrary, if any. [Voting]

Aye.

I declare the resolution carried and declare the nominations closed. Seven directors having been nominated, we shall now proceed to the election of directors. All those in favor of the election of Tony P. Busseri as a director, please signify by raising your hands. [Voting]

Aye.

Okay. Thank you. Withhold, if any? [Voting]

I declare Tony P. Busseri elected. All those in favor of the election of Peter F. Chodos as a director, please signify by raising your hand or saying so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare Peter F. Chodos elected. All those in favor of the election of Michael F. Doolan as a director, please signify by raising your hand and indicating so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare Michael F. Doolan elected. All those in favor of the election of David A. Fraser as a director, please signify by raising your hand and indicating so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare David A. Fraser elected. All those in favor of the election, Michael D. Harris as a director, please signify by raising your hand and indicating so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare Michael D. Harris elected. All those in favor of the election of John Marino as a director, please signify by raising your hand and indicating so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare John Marino elected. All those in favor of the election of Edward M. Reeder, Jr. as a director, please signify by raising your hand and indicating so, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare Edward M. Reeder, Jr. elected. The next item of business is the appointment of Grant Thornton LLP as the auditors and the authorization of the directors to fix the auditors' remuneration. I will now ask someone to move and second a resolution appointing auditors.

I, Peter Chodos, move the following resolution. Be it resolved that Grant Thornton LLP chartered account are hereby appointed auditors of the corporation to hold office until the close of the next Annual General Meeting of Shareholders or until their successors are appointed at such remuneration as may be fixed by the directors as the directors be and are hereby authorized to fix that remuneration.

I, David Fraser, second the resolution.

All those in favor, please so signify, aye. [Voting]

Aye.

Withhold, if any? [Voting]

I declare the resolution carried. It is now in order for the shareholders to consider and, if being advisable, reapprove with or without variation the stock option plan attached, the Schedule A, to the circular. The resolution must be approved by a majority of the votes cast at the meeting, and all shareholders present are represented at the meeting are entitled to vote. I'll now ask someone to move and someone to second the resolution.

I, Peter Chodos, move the following resolution. Be it resolved that the plan, as defined in the circular -- attached in circular as Schedule A, plus any modification required by applicable stock exchanges or regulatory authorities be and is hereby authorized and approved to grant stock options pursuant to the conditions of the plan, entitling the option holders to purchase up to a maximum of 10% of the issued and outstanding capital of the corporation as of the time of the grant, in accordance with the terms of the plan and looking at the rules and policies of applicable stock exchanges or regulatory authorities in effect at the time of the granting, be and is hereby approved. And any one director or one officer of the corporation is hereby authorized and directed acting Board in the name of and on behalf of the corporation to execute or possibly be executed under the seal of the corporation or otherwise and to deliver or cause to be delivered such other documents and instruments and to do or cause to be done all such other acts and things as made in the opinion of such director or officer of the corporation to be necessary or desirable to carry out the intent of the foregoing resolution.

I, David Fraser, second the resolution.

All those in favor of the motion, please so signify. Aye. [Voting]

Aye.

Contrary, if any? [Voting]

I declare the resolution carried. Is there any further business? If there is no further business, we may -- may we have a resolution to terminate the meeting?

Mr. Chairman, Peter Chodos, I move the meeting be terminated.

I, David Fraser, second the resolution.

All those in favor of the motion, please so signify, aye. [Voting]

Aye.

Contrary, if any? [Voting]

I declare that the meeting is now terminated. Folks, as you'll note from the management information circular, we have not planned to do a presentation today. We have recently done one after our third quarter results. We do look forward to speaking with you shortly, updating on the number of items that we have outlined in our last news release. So this ends today's call. I thank you for taking your time. Look forward to speaking with you soon. Thank you.