Telesat Corporation ($TSAT)

Earnings Call Transcript · June 3, 2026

NasdaqGS US Communication Services Diversified Telecommunication Services Shareholder/Analyst Calls

Highlights from the call

During the Annual General Meeting held on June 3, 2026, Telesat Corporation (TSAT:US) did not disclose specific financial results for the quarter or fiscal year, leaving investors without key metrics such as revenue and earnings figures. Management did not provide any updates on guidance, which may lead to uncertainty among investors. The meeting primarily focused on corporate governance, including the election of directors and the appointment of auditors, rather than financial performance or strategic direction.

Main topics

  • Corporate Governance: The meeting confirmed the election of 10 directors and the appointment of Deloitte as auditors. Daniel Goldberg stated, 'each of the 10 nominees have been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders.'
  • Lack of Financial Disclosure: No financial results were presented during the meeting, which may lead to investor concern regarding transparency and performance. The absence of key metrics such as revenue and earnings was notable.
  • Future Outlook: Management did not provide any forward-looking statements or guidance updates, leaving investors without clarity on future performance expectations. This lack of guidance could affect investor confidence.

Key metrics mentioned

  • Revenue: (No revenue figures were disclosed.)
  • Earnings: (No earnings figures were disclosed.)
  • Board of Directors Elected: 10 (Confirmed election of all nominated directors.)
  • Auditor Appointment: Deloitte LLP (Deloitte appointed as auditors for the next year.)

The lack of financial results and forward guidance during Telesat's Annual General Meeting raises significant concerns for investors regarding transparency and future performance. Without clear metrics or strategic direction, the investment thesis may be weakened. Investors should monitor for future disclosures and any strategic initiatives that could impact performance.

Earnings Call Speaker Segments

Operator

Operator
#1

Hello, and welcome to the Annual General Meeting of Shareholders of Telesat Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and Telesat Corporation that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Daniel Goldberg. Daniel Goldberg, the floor is yours.

Daniel Goldberg

Executives
#2

Okay. Operator, thank you very much, and good afternoon, ladies and gentlemen. Welcome to the Annual General Meeting of Shareholders of Telesat Corporation. My name is Dan Goldberg and as the CEO and the Director of the Corporation, I will chair today's meeting. On behalf of the Board, I wish to express thanks to those shareholders and unitholders who have submitted their proxies and voting instructions forms in advance of today's meeting. As this meeting is being held virtually via live webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting, which I'll ask our General Counsel, Chris DiFrancesco, to review.

Christopher DiFrancesco

Executives
#3

Thank you. First, questions in respect of a motion can be submitted by a registered shareholder or a duly appointed proxy holder using the Q&A option on the Computershare platform. When asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. For the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders, holders of partnership units who have duly submitted instructions to personally exercise its vote and duly appointed proxy holders will be able to vote on each business item throughout the course of the meeting as the polls will be opened at the start of the meeting. Only registered shareholders and duly appointed proxy holders of the corporation are permitted to participate in the voting. The discussion today during the meeting may contain forward-looking information and forward-looking statements about Telesat's outlook, objectives and our strategies to achieve them. These statements are based on assumptions and are subject to important risks and uncertainties. The corporation's actual results could differ materially from any expectations discussed. The details of our caution regarding forward-looking information can be found in Telesat's public disclosures including our annual report, which is available on both SEDAR+ at sedarplus.ca and EDGAR at sec.gov. We would also note that under the corporation's articles in the British Columbia Business Corporations Act, the Chair of the meeting can propose motions and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, the Chair will propose certain motions and will not call for a seconder.

Daniel Goldberg

Executives
#4

Okay. Thank you, Chris. I now call to order the Annual General Meeting of the Corporation shareholders. With the consent of the meeting, I appoint Chris DiFrancesco as Secretary of the meeting. And with the consent of the meeting, I appoint Praveena Naidu from Computershare Trust Company of Canada as scrutineer to report on the number of Class A common shares, Class B variable voting shares Class C fully voting shares and cross C limited voting shares of the corporation at this meeting. The number of Class A units, Class B units and Class C units of Telesat Partnership, LP entitled to vote at this meeting via the special voting shares as well as any votes that will be cast for the Golden Share and to tabulate the votes on any ballot taken at this meeting and to report thereon to the chairperson of the meeting. The scrutineer has provided me with a copy of their report, which indicates that shareholders of the corporation or duly appointed proxy holders representing not less than the majority of the votes entitled to be cast at the meeting are in attendance to permit the meeting to proceed in accordance with the quorum requirements of the corporation's articles. A copy of the final report on attendance will be filed with the records of the meeting. I have also been provided with the certificate of our transfer agent, Computershare, indicating that proper notice of the meeting has been given in accordance with the British Columbia Business Corporations Act and the articles of the corporation. Accordingly, unless there's an objection, I'll dispense with the reading of the notice of meeting. I direct that a copy of the notice with proof of mailing be kept by the Secretary with the records of the meeting. Chris?

Christopher DiFrancesco

Executives
#5

The purposes of today's meeting are set out in the Management Information Circular dated April 15, 2026, copies of which were made available to shareholders and unitholders on April 27, 2026, together with the notice of the meeting and the form of proxy. Copies of the management information circular and other meeting materials are available on the corporation's website and under the corporation's profile on SEDAR+ as well as on the EDGAR website. The management information circular and other meeting materials are also available on Telesat partnership's profile on the SEDAR + website. In order to remain Canadian controlled, the corporation's articles include a Golden Share. The Golden Shares held by the trustee is entitled to be voted at the meeting of the corporation shareholders when the aggregate number of Class B variable voting shares and Class B partnership units which are held by non-Canadians exceed the number of Class A common shares, Class A partnerships, Class C shares and Class C partnership units, which may only be held by Canadians. Please consult the Management Information Circular or our annual report, which is also available on SEDAR+ and EDGAR for more information on the Golden Share as well as the special voting shares, the voting trust agreement and the Canadian character of Telesat. In order to properly track the number of Canadians and non-Canadians voting at today's meeting, a Canadian status declaration was included in each proxy and voting information form distributed to shareholders. The transfer agent of the corporation, Computershare has been tallying the Canadian status declarations to ensure votes are properly recorded under the appropriate class of share or unit. We will not know until all votes are cast all votes cast are tallied by the scrutineer whether the Golden Share is required to vote at this meeting. If the Golden Share is required to vote, the Golden Share will be attributed with only that number of votes necessary to ensure that the aggregate votes cast by the holders of Class A common shares, Class A voting Class A special voting share, Class C shares and Class C special voting share, each of which can only be held by Canadians, represents a simple majority of the votes cast at the meeting. At the conclusion of the voting today, the scrutineer will compile the votes in respect of each business item.

Daniel Goldberg

Executives
#6

Okay. Thanks, Chris. I now declare that this meeting is regularly called and properly constituted for the transaction of business. First item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2025, and the auditor's report thereon. These financial statements and the auditor's report were made available to shareholders via SEDAR+ and EDGAR on March 17, 2026, and in connection with the mailing of the meeting materials. Unless there is an objection, I'll dispense with the reading of the auditor's report. So we'll now move to the next point on today's agenda, the election of 10 individuals to the Board of Directors of the corporation. Term of the office of the directors is from today until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed. As per the management information circular, Michael Boychuk; Jane Craighead; Richard Fadden; myself, Daniel Goldberg; Henry Intven; David Morin; Mark Rachesky; Guthrie Stewart; Michael Targoff; and Janet Yeung have each been nominated as a director for the ensuing year or until their respective successor is elected or appointed. I note that pursuant to investor rights agreement entered into the corporation, Michael Boychuk, David Morin and Guthrie Stewart, our director designees of PSP Investments and Mark Rachesky, Michael Targoff, and Janet Yeung, our Director Designees of MHR Fund Management. Each of the persons nominated has confirmed that he or she is prepared to serve as a director and each of them currently serves as a Director of the corporation. Each of them qualifies as a director under the provisions of the British Columbia Business Corporations Act and the corporation's articles. Corporation did not receive notice of any director nominations in connection with the meeting in accordance with the advanced notice provision in the corporate articles. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the nominees listed in the management information circular. Since there are no other nominations, I move a motion to elect the directors. The British Columbia Business Corporations Act requires that the Board of Directors be elected. Proxies have been solicited for each of the 10 proposed qualified persons listed in the management information circular. The form of proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? Thank you. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot that is available for voting throughout the course of the meeting. We will, therefore, continue with the next item of business, which is the appointment of the corporation's auditors for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The committee of the Board is approved, subject to shareholder confirmation, the appointment of Deloitte LLP chartered professional accountants as the auditors of the corporation. I move that Deloitte be appointed auditors of the corporation until the next Annual Meeting of the Shareholders and that the Board of Directors be authorized to fix their remuneration. Unless there are any questions or discussions, we'll move to complete voting on the items of business at the meeting. If you haven't done so already, please register your votes by accessing the voting page when prompted and pressing on the for or withhold buttons next to the name of each proposed director and next to the resolution with respect to the appointment of Deloitte as the corporation's auditors. Please also complete the Canadian residency declaration in connection with casting your votes. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. We'll provide registered shareholders, holders of partnership units to have duly submitted instructions to personally exercise its vote and duly appointed proxy holders approximately 5 minutes to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results of voting on all business matters. As I mentioned earlier, the scrutineers' report will have considered and will reflect the votes cast by the TSX Trust Company in its capacity as trustee of the Telesat Corporation Trust and registered holder of the Class A special voting share, the Class B special voting share, the Class C special voting share and the Golden Share. [Voting]

Daniel Goldberg

Executives
#7

Thank you for your patience. The polls will now be closed. We will reconvene in a few moments with the voting results. Okay. Thank you for waiting. I've received confirmation from the scrutineer that: one, each of the 10 nominees have been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed; and two, the appointment of Deloitte as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the TSX and filed on SEDAR+ and reported pursuant to applicable securities laws. Is there any other formal business to be properly brought for this meeting? As there is no further business to be brought before this meeting, I move that today's meeting be concluded. Having concluded the meeting, I'd just like to say that on behalf of management, our Board of Directors and my colleagues, I would like to take the opportunity to thank everyone for attending the meeting today. I'd like to also thank all of our shareholders for their commitment and continued support. We look forward to your attendance again next year. Thank you very much.

Operator

Operator
#8

This concludes the meeting. You may now disconnect.

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