Superior Plus Corp. (SPB) Earnings Call Transcript & Summary

Hello, and welcome to the Annual and Special Meeting of Shareholders of Superior Plus Corp. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Smith, Chair of the Board of Directors of Superior Plus. Mr. Smith, the floor is yours.

Thank you. Ladies and gentlemen, good afternoon, and welcome to the 2024 Annual Meeting of the Shareholders of Superior Plus Corp. I'm David Smith, and as Chair of the Board of Directors of Superior Plus, it is my responsibility and privilege to act as Chair of this annual and special meeting. Consistent with prior years and now common practice among other public companies in Canada, we are holding this meeting virtually again this year. The virtual nature of this meeting has an impact on the way the meeting is conducted, and I will explain shortly. Our goal is to preserve the rights of shareholders and proxy holders to vote on each of the resolutions before the meeting and to the extent possible, provide you with opportunities to participate in this virtual -- virtual-only format, similar to the way you would have at an in-person meeting. As with any technology applications, unexpected issues may occur and Computershare, our service provider for this platform, will help us to resolve any issues that arise. I welcome our registered shareholders and all guests that are joining this meeting today through our virtual meeting platform. We are excited to have your participation in the meeting, and thank you for your interest in the affairs of Superior Plus. This meeting is being live webcast as well. There is also an accompanying presentation for the formal part of this meeting, which is viewable on the virtual meeting platform and on our website at superiorplus.com. Also joining me at this meeting is Allan MacDonald President and Chief Executive Officer; Grier Colter, Executive Vice President and Chief Financial Officer; as well as Darren Hribar, Senior Vice President and Chief Legal Officer of Superior Plus, who will act as Secretary of the meeting. The moderator of the meeting is Adam Kurnik, Director, Corporate Finance and Investor Relations. The Board of Superior Plus Corp. is responsible for overseeing the management and overall direction of the operations of Superior Plus. It is currently composed of 10 members with Ms. Jennifer Grigsby, and Mr. Michael Horowitz, nominated for election for the first time at today's meeting. Since Mr. Eugene Bissell is not standing for reelection at this meeting, there are 9 nominees for election as directors of Superior. All of the 9 nominated individuals have extensive business and board experience and Allan MacDonald is the only director who is not -- who is also a member of management and therefore not considered independent under regulatory rules. You will find information and disclosure on our corporate governance processes in the information circular. Your Board is committed to ensuring that Superior Plus continues to carry out high standards of corporate governance. I would also like to take the moment to acknowledge Mr. Eugene Bissell, who is retiring from the Board today. Eugene was first elected as a Director of Superior Plus Corp. in May 2014. His extensive propane industry experience and strategic and operational oversight has been invaluable to Superior Plus since he joined the Board. We have also appreciated his focus and guidance of Chair of the Health, Safety and Environment Committee. Thank you, Eugene, for your 10 years of service on Superior's Board of Directors. The nominees standing for election or reelection of this meeting are as follows: Catherine Best, Patrick Gottschalk, Jennifer Grigsby, Douglas Harrison; Michael Horowitz, Calvin Jacober, Mary Jordan, Allan MacDonald, President and CEO of Superior and myself, David Smith. The scrutineer for the meeting today is Kyle Gould of Computershare Trust Company of Canada. Immediately following this formal meeting, Allan MacDonald will make a short presentation to review 2023 milestones. Note that the presentation contains forward-looking statements and the use of non-GAAP measures. Turning to Slide 3. I would like to take a moment to comment on the voting procedures to be used at today's meeting. You should now see the agenda on your screen. Only registered shareholders or duly appointed proxy holder can ask a question or vote at the meeting. Most shareholders or duly appointed proxy holders would have voted in advance of the meeting using the 15-digit control number provided to them by Computershare. If you have voted in advance of the meeting or sent in your proxy and do not want to change your vote, no further action is required. For those who haven't voted yet or wish to change your vote, all polls were opened 15 minutes prior to the meeting. Please use the Vote tab to submit your vote. To vote, select your voting direction from the options shown. Your vote has been cast when a check mark appears. The polls will remain open for all matters being voted on until the last item of formal business has been concluded. For each motion, registered shareholders and proxy holders may ask a question related to that specific motion. Please note, we won't be addressing any general questions related to the business financial results or outlook until the formal portion of the meeting is complete. We will do our best to respond to all of your questions related to the motions during the meeting. However, if a question or comment is not related specifically to the motion, or more appropriately addressed during management's presentation, it will be answered or addressed during the Q&A session of the management presentation if time permits. If you have a question or comment on a specific motion, I ask that you use the Q&A tab. Please type your question or comment in the text box appearing on your screen. Once you have finished typing your question or comment, please select the send button to submit your questions. Mr. Kurnik will read your questions to the meeting and the appropriate person will address it. If we receive a number of questions on the same topic, we will group the questions together and provide a comprehensive response. As noted, today's meeting is being conducted -- is being held entirely by means of electronic communication facilities and in accordance with our bylaws and applicable laws. Superior Plus used the notice and access process for the provision of its information circular and other meeting materials to shareholders for this meeting. I have received an affidavit from an official of Computershare that proper notice of the meeting has been given and that the notice and form of proxy were mailed on April 4, 2024, to all shareholders of record as of March 21, 2024. The 2023 annual report, which includes audited financial statements for the year ended December 31, 2023, was also mailed to shareholders who elected to receive it. I direct the affidavit together with a copy of the documents mailed to shareholders, be annexed to the minutes of this meeting. I'm advised by the scrutineer that there is a quorum present. I declare that this meeting is properly convened and regularly constituted for the transaction of business. Only a registered shareholder or a person appointed as a proxy holder of such shareholder is entitled to make or second motions or to vote at the meeting. In order to ensure that the meeting covers the required business in an efficient manner, we have prearranged for Darren Hribar who is a duly appointed proxy holder, to move the motions of business. I will now proceed with the formal business of this meeting. Turning to Slide 4. I'm now tabling the 2023 annual report which includes the consolidated financial statements and the auditor's report thereon. The annual report was duly mailed to those shareholders that had requested to receive it. Turning to Slide 6. The number of directors to be elected at this meeting has been fixed at 9. It is now in order to proceed with the election of 9 directors of Superior Plus Corp. The information circular lists the nominees for election for the ensuing year. May I now have the nominations for the 9 directors to be elected.

I nominate each of the following persons for election as director of Superior Plus Corp. to hold office until their next -- until our next annual meeting or until their successor is elected or appointed. Catherine M. Best, Patrick E. Gottschalk, Jennifer M. Grigsby, Douglas J. Harrison, Michael J. Horowitz, Calvin B. Jacober, Mary B. Jordan, Allan A. MacDonald and David P. Smith.

Under the bylaws of the corporation, advance notice is required for additional nominations to the Board. There were no other nominations received within the requirements of the advance notice bylaw, and therefore, I declare the nominations closed. The voting for directors is by individual director and not by way of a slate vote and will be conducted by ballot. Each nominee will be elected only if the number of votes cast in their favor represents the majority of votes cast for and against them by shareholders. May I have a motion to elect each of the nominees as a Director of Superior Plus Corp. I hereby ask Darren Hribar to move the motion.

I move that each of the 9 persons who have been nominated be elected as a Director of Superior Plus Corp. to hold office until the next annual meeting or until their successor is elected or appointed.

Thank you, Darren. Adam, have any questions been received?

No, there are no questions related to this motion that have come in.

Voting is now open. If you have already voted or appointed a proxy holder, no further action is required unless you would like to change your vote. If you are participating in the meeting through the virtual platform, please record your vote by using the Vote tab. Based on the preliminary voting results for this matter, it is expected that the resolution will be carried in respect of each nominee. We will continue with the remainder of the business of the meeting while the scrutineer tabulates the results of the voting. Turning to Slide 7. Our next item is the reappointment of Ernst & Young LLP as the auditor of Superior Plus Corp. I hereby ask Darren Hribar to move the motion.

I move that Ernst & Young LLP be reappointed auditor of Superior Plus Corp to hold office until the next annual meeting or until their successors are appointed and at such remuneration as may be fixed by the directors of Superior Plus Corp.

Adam, have any questions come in?

No, there are no questions related to this motion that have come in.

Voting is now open. If you have already voted or appointed a proxy holder, no further action is required unless you would like to change your vote. If you are participating in the meeting through the virtual platform, please record your vote using the Vote tab. Based on the preliminary voting results for this matter, it is expected that the resolution will be carried. We will continue with the remainder of the meeting -- the business of the meeting while the scrutineer tabulates the results of the voting. Turning to Slide 8. Our next item is to approve the resolution set out in the information circular of proving the continuation of the shareholder rights plan. The Board believes that such continuation is in the best interest of Superior and its shareholders. No amendments to the shareholder rights plan are being proposed in connection with this continuation. Both the provisions of the shareholder rights plan and the rules of the Toronto Stock Exchange requires that this resolution be passed by the affirmative votes cast by holders of not less than a majority of the common shares represented in person or by proxy at this meeting. I hereby ask Darren Hribar to move the motion.

I move that the resolution set forth on Page 21 of the information circular with respect to the continued existence of the shareholder rights plan be approved.