The Descartes Systems Group Inc. (DSG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Shareholders of the Descartes Systems Group, Inc. My name is Eric Demirian, and I am Chair of the Board of Directors of the corporation. Also with me on the line are Ed Ryan, our CEO; and Michael Verhoeve, our Corporate Secretary. The remainder of the Board of Directors is also on the line, but they will not be in speaking roles today during this meeting. This meeting will be primarily focused on the formal business required at an annual meeting of shareholders. And then we will open it up for a question-and-answer session should shareholders have any questions for myself as Chair or for Ed as CEO. I will now ask that our Corporate Secretary provide some instructions on voting procedures and how we will handle Q&A.

Good morning, everyone. Your screen should currently be displaying a split-screen format with the instructions on how to ask questions and the voting procedure on the left side of your screen. If you've gone to a full screen display, you may want to toggle back to the split-screen display so that you can view those instructions. [Operator Instructions] This is our second time running our shareholder meeting in a virtual format. And although everything went smoothly last year, we will ask for your patience if we run into any unexpected technical challenges. We have our service providers for this platform online with us, and they should be able to assist if necessary.

The meeting will now come to order, and I will ask Michael Verhoeve to act as Secretary of the meeting. Unless there is an objection, Kate Stevens of Computershare Investor Services Inc. will act as scrutineer for the meeting. During the question-and-answer portion following this meeting, we may make statements containing forward-looking information. Displayed on the screen is a cautionary statement regarding such forward-looking information. Please take a moment to review the statement. I've been advised by the Corporate Secretary that the notice calling this meeting together with a form of proxy and management information circular and annual report containing the financial statements of the Descartes Systems Group, Inc. for the financial year ended January 31, 2021, prepared in accordance with United States generally accepted accounting principles and the auditor's reports thereon have been properly sent to each director of the corporation, the auditors of the corporation and each intermediary and registered holder of common shares of the corporation of record as of April 21, 2021, the record date of the meeting. These materials are also posted on the Investor Relations section of the corporation's website at www. Descartes.com. Accordingly, unless there is an objection, I will dispense with reading of the notice of the meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. The scrutineers report that there are present at this meeting or by proxy 147 shareholders holding 76,511,842 common shares. Accordingly, I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of the business. I direct that the confirmation of the mailing of the notice of the meeting received by Computershare Investor Services, Inc. and the scrutineers' complete report on attendance be attached to the minutes of the meeting. There are several matters that must be dealt with during this formal part of the meeting. In order to expedite these matters, certain persons have been requested to make and second the formal motions set out in the meeting materials. Shareholders may make comments specific to these motions prior to the vote but should hold any comments on general matters until the question period to be held following the presentation on the corporation's business. [Operator Instructions] Minutes of the last meeting of shareholders of the corporation are available to all registered shareholders upon request from the Corporate Secretary. Unless there is an objection, I will dispense with the reading of the minutes of such meeting. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder. The poll will be opened for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until conclusion of the discussion on each resolution prior to casting your votes. The first item of business is the presentation of the corporation's consolidated financial statements for the period ended January 31, 2021, as prepared in accordance with United States generally accepted accounting principles and the auditor's reports thereon. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is the election of directors. The number of directors to be elected at this meeting has been set by the corporation's Board of Directors at 8. I declare the meeting open for nominations.

Mr. Chair, I have received a request from Scott Pagan, a shareholder and the President and Chief Operating Officer of the corporation, nominating each of the persons specified in the management information circular delivered with the notice of the meeting, namely, Deepak Chopra, Deborah Close, Eric Demirian, Dennis Maple, Chris Muntwyler, Jane O’Hagan, Edward Ryan and John Walker to serve as directors of the corporation to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As the corporation did not previously receive timely notice of any further nominations of the persons for election as directors of the corporation as required by the advanced notice provisions of the corporation's bylaws, I declare the nominations closed. Do I have a motion for the election of the proposed nominees?

Mr. Chair, I confirm that we have received a motion from Scott Pagan that the 8 persons nominated as directors be so elected. And I further confirm that we have received confirmation that Allan Brett, Chief Financial Officer of the corporation, seconds that motion.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion?

Mr. Chair, I confirm that there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting with all registered shareholders and duly appointed proxy holders. Please enter your votes in the Lumi vote recording platform. [Voting]

The next item of business is the appointment of the auditors of the corporation. In order that a vote may be held on the matter, I request a motion that KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants be appointed as auditors of the corporation until the close of the next annual meeting of shareholders or until a successor is appointed.

Mr. Chair, I confirm that we have received a motion from Scott Pagan that KPMG be appointed the auditors of the corporation until the close of the next Annual Meeting of Shareholders or until a successor is appointed, and I further confirm that we have received confirmation that Allan Brett seconds that motion.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion?