TFI International Inc. (TFII) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Thank you for standing by, and welcome to TFI International's 2023 Annual and Special Shareholders' Meeting. [Operator Instructions] I would like to remind everyone that this call is being recorded on Wednesday, April 26, 2023. I will now turn the call over to your host, Mr. Alain Bedard, Chairman of the Board, President and Chief Executive Officer of TFI International. Please go ahead, sir.

Well, thank you, and good afternoon, ladies and gentlemen. Welcome to the TFI International's 2023 Annual and Special Shareholders' Meeting. So again, this year, we've asked all our shareholders not to attend the meeting in person and to vote by proxy prior to the meeting, which many of you have done, and we thank you for doing so. Participation at this meeting by myself, the scrutineers and certain shareholders is being done remotely. And we are, therefore, making this meeting available by telephone. Shareholders will be able to ask questions in a few minutes after we have conducted the official business of the meeting. In order to ask your question, please follow the instruction from the operator at the conclusion of the official business. We thank you for your understanding. We will now start the meeting, and I will act as Chairman of the meeting. And with the consent of the meeting, I ask Josiane Langlois, who is President of TFI's head office in Montreal, to act as secretary. Also with the consent of the meeting, I would now ask Steve Gilbert and Claire Girard of Computershare Trust Canada -- Computershare Trust Company of Canada to act as scrutineers of the meeting to tabulate the number of shareholders and the number of shares represented at this meeting in person or by proxy and to report thereon to me as Chairman of the meeting. There are several routine matters to be dealt with at this meeting. To expedite matters, I've arranged for certain shareholders to make and second the various motions. The matters to be considered at these meetings are: The presentation of the 2022 annual financial statements of TFI, the election of the Directors, the appointment of the -- TFI's auditors and a nonbinding advisory vote approving the compensation of TFI's named Executive Officer commonly known as say-on-pay. The election of Directors will be held by ballot. Unless a ballot is requested by a registered shareholder or proxyholder, all other votes at this meeting will be conducted by voice vote as permitted by the Canadian Business Corporations Act. I will now begin the official portion of this meeting, starting with the scrutineers' report. I call upon the scrutineers to present the report on the attendance, and I direct as such report to be annexed to the minutes of this meeting as is scheduled.

Yes. Good afternoon, Mr. Chairman. We, the undersigned scrutineers from Computershare Trust Company, hereby report that there are at least 5 shareholders and/or proxy holders present at this meeting representing in person or by proxy, 71,467,136 shares or more precisely, 82.44% of the total 86,689,663 outstanding shares at TFI International, Inc. And I would be handing in the scrutineers' reports in by myself, Steve Gilbert, and by Claire Girard. Thank you.

Well, thank you. The scrutineer's report shows a quorum to be present, so I declare the meeting to be regularly constituted. So the notice calling for this meeting and accompanying documents have either been mailed or made available electronically to all the shareholders of TFI and to its external auditor. With the consents of the meeting, we will dispense with the reading of the notice. Also, with the consents of the meeting, we will dispense with the reading of the minutes of the last meeting of shareholders held on April 28, 2022. And I direct that such minutes be taken as read and approved and that they be signed as being correct. The first item on the agenda is the presentation of the 2022 annual financial statement. The annual report containing the consolidated financial statements of TFI International for the fiscal year ended December 31, 2022, and the auditor's report thereon have been mailed to shareholders who requested them. They are also available electronically on SEDAR, EDGAR and on TFI International website. The next item of business is the election of the directors of TFI International. I would now like to introduce the 10 candidates for election this year, and they are Leslie Abi-Karam, an Independent Adviser and a Corporate Director. Andre Berard, Corporate Director; William T. England, Consultant and Corporate Director; Diane Giard, Consultant and Corporate Director; Debra Kelly-Ennis, Consultant and Corporate Director; Neil D. Manning, Corporate Director; John Pratt, Corporate Director; Joey Saputo, President of Arbec Forest Product and Corporate Director; Rosemary Turner, Consultant and Corporate Director; and myself, Alain Bedard, Chairman of the Board; President and Chief Executive Officer of TFI International. So I declare the meeting open for nomination. And I ask Josiane Langlois to present her nomination.

Thank you, Mr. Chairman. I'm Josiane Langlois, and I am a shareholder and a proxyholder of TFI International. I nominate each of Leslie Abi-Karam, Alain Bedard, Andre Berard, William T. England, Diane Giard, Debra Kelly-Ennis, Neil D. Manning, John Pratt, Joey Saputo and Rosemary Turner as Directors of TFI International Inc. to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you. Are there any further nominations? Okay. So as there are no further nomination, I declare the nomination closed. We will now vote. And in order to comply with the Canadian Business Corporations Act, we will vote by ballots with the votes for and against each nominee can be accurately compiled. As all ballots were signed, submitted and tabulated prior to this meeting by proxy holders, including myself and Josiane Langlois as proxy holders, I now call upon the scrutineers to present the results of the vote on the election of Directors.

Mr. Chairman, we hereby report that the 10 nominees received votes in favor, ranging from 93.7% to 99.7% of all shares voted at this meeting. Thank you.

Thank you. So based on those results, I declare that the 10 nominees have been elected as Director of TFI International to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. TFI International will issue a press release announcing the results and file a detailed report of voting results on SEDAR and on EDGAR shortly after this meeting. Next item of business is the appointment of the auditors of TFI International, and I would like to ask David Saperstein to present a motion.

Thank you, Mr. Bedard. I am David Saperstein and I'm a shareholder and a proxy holder of TFI International Inc. Be it resolved that, KPMG LLP, charter professional accountants, be, and they are hereby appointed auditor of TFI International Inc. to hold office until the next Annual Meeting of Shareholders at such remuneration as may be fixed by the Directors of TFI International and the Directors be, and they are hereby authorized to fix such remuneration.

Thank you. Thank you, Mr. Saperstein. So I now ask Josiane Langlois to second the motion.

I second the motion.

Thank you. So all those in favor, please say yes.

Yes.

Yes.

All those against, please say no. No. There's no, no. So I declare the motion carried. Thank you. The next item of business is a nonbinding advisory vote on executive compensation or say-on-pay, as set out in our Management Information Circular dated March 15, 2023. I ask Josiane Langlois to present the motion set out in our Management Information Circular.

Thank you. Resolved that on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders approve the compensation of the corporation's named executive officers, as disclosed in the Management Information Circular dated March 15, 2023, including the compensation, discussion and analysis, the accompanying compensation tables and the related narrative disclosure.

Thank you. So I now -- I will ask Mr. Saperstein to second the motion.

I second the motion.

Thank you. So all those in favor, please say yes.

Yes.

Yes.

All those against, please say no. Fine. So I declare the motion carried, and we thank all shareholders who voted. As we've completed the official business of the meeting, I would now ask for a motion to terminate the meeting.

I move that the meeting be terminated.

Thank you.

I second the motion.

Thank you. So all those in favor please say yes. .

Yes.

Yes.

All those against, please say no. Very good. So I declare the motion carried and the official portion of the meeting terminated. So the meeting is now open for questions. So operator, please proceed with the question period.

[Operator Instructions] It appears we have no questions. I will now turn the call back over to Alain Bedard for closing remarks.

Well, thank you, operator, and thank you to our shareholders for your support of TFI International. This concludes our meeting. Thank you all again. Have a great day. Bye.

This concludes today's conference. You may disconnect your lines at this time, and we thank you for your participation.