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

Good afternoon, ladies and gentlemen. Thank you for standing by, and welcome to TFI International's 2025 Annual Meeting of Shareholders. [Operator Instructions] I would like to remind everyone that this call is being recorded on Wednesday, April 23, 2025. I will now turn the call over to 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 2025 Annual Meeting of the shareholders of TFI International. Participation at this meeting by myself, the scrutineers and certain proxy holder is being done remotely, and we are, therefore, making this meeting available by telephone. We have asked all shareholders to vote by proxy prior to the meeting, which many of you have done, and we thank you for doing so. 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 instructions from the operator at the conclusion of the official business, we thank you for your understanding. So we will now start the meeting. I will act as Chairman of the meeting and with the consent of the meeting, I'll 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 will now ask Steve Gilbert or Carine Laberge of Computershare Trust Company of Canada to act as scrutineers for the meeting, tabulate the number of shareholders and the number of shares presented at this meeting in person or by proxy and 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 have arranged for certain people to make and second the various motions. The matter to be considered at this meeting are: The presentation of the 2024 annual financial statement of TFI, the election of TFI's Director for the upcoming year, the appointment of TFI's auditors and a nonbinding advisory vote approving the compensation of TFI's named Executive Officers commonly known as say on pay. The election of the Directors will be held by ballot. Unless a ballot is required by a registered shareholder or proxy holder, all other votes at this meeting will be conducted by voice -- by voice vote as permitted by the Canadian Business Corporation Act. I will now begin the official portion of this meeting, starting with the scrutineers report. So I call upon the scrutineer to present the report on attendance, and I direct that such report be annexed to the minutes of this meeting as scheduled.

Chairman, we, the scrutineers of Computershare Trust Company of Canada, hereby report that there are at least 2 shareholders or proxy holders present, representing 68,307,450 shares or 81.08% of the 84,250,929 outstanding shares of TFI International as of March 12, 2025. 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 this meeting and accompanying documents have either been mailed or made available electronically to all shareholders of TFI and to its auditor. With the consent of the meeting, I will dispense with the reading of the notice. Also, with the consent of the meeting, we will dispense with the reading of the minutes of the last meeting of shareholders held April 25, 2024, 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 TFI International 2024 Audited Annual Financial Statement, the annual report containing the consolidated financial statements of TFI International for the fiscal year ended December 31, 2024, and the auditor's report thereon have been mailed to shareholders who requested them. They are also available electronically on SEDAR+ and EDGAR as well as on the TFI International website. The next item of business is the election of the Directors of TFI International. So I would now like to introduce the 10 candidates for election this year, and they are: Leslie Abi-Karam, Independent Advisor and 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; Sebastien Martel, CFO of BRP Inc. and Corporate Director; John Pratt, Corporate Director; Joey Saputo, 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'm a proxy holder of TFI International. I nominate each of Leslie Abi-Karam, Alain Bedard, Andre Berard, William England, Diane Giard, Debra Kelly-Ennis, Sebastien Martel, 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? Good. So as there are no further nomination, I declare the nomination closed. We will now vote. In order to comply with the Canadian Business Corporation Act, we will vote by ballot so that the votes for and against each nominee can be accurately compiled. As all ballots were signed and submitted by proxy holder and tabulated by the scrutineers prior to this meeting, 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 87% to 99% of all shares voted at this meeting.

Well, 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 EDGAR shortly after this meeting. The next item of business is the appointment of the auditors of TFI International, and I'd like to ask David Saperstein to present a motion.

Thank you, Mr. Bedard. I am David Saperstein, and I am a proxy holder of TFI International. Be it resolved that KPMG LLP Chartered 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. So I'll now ask Josiane Langlois to second the motion.

I second the motion.

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

Yes.

Yes.

Yes.

All those against, please say no. So I declare the motion carried. 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 12, 2025. So I ask Josiane Langlois to present the motion set out in our Management Information Circular.

Thank you. Be it resolved at on an adversary 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 12, 2025, including the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosure.

Thank you. So I would ask David Saperstein to second the motion.

I second the motion.

Good. So all those in favor, please say yes.

Yes.

Yes.

Yes.

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

I move that the meeting be terminated.

I second the motion.

All those in favor, please say yes.

Yes.

Yes.

Yes.

All those against, please say no. Perfect. 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] And it appears that we have no further questions. So I'll now turn the call back to Alain Bedard for closing remarks.

Well, thank you, operator, and thank you to our shareholders for your support of TFI International. So this concludes our meeting. Thank you.

Thank you for your participation. You may now disconnect your lines at this time.

Thank you.