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

Hello, and welcome to the Annual Meeting of Shareholders of the Descartes Systems Group, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Eric Demirian, Chair of the Board of Directors of Descartes Systems Group, Inc. Mr. Demirian, the floor is yours.

Good morning, ladies and gentlemen, and welcome to the 2023 Annual Meeting of the 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 Peter Nguyen, our Corporate Secretary. Remainder of the Board of Directors is also on the line, but they will be -- 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 Ed as CEO. I will now ask that the meeting Secretary provide some instructions on voting procedures and how we will handle Q&A.

Good morning, everyone. On the virtual meeting platform you are logged into, you should see four interactive tabs in the top right corner of your screen. To vote on any matter, click on the vote tab. To submit a question, click on the Q&A tab and then use the chat feature within that screen and your question will be directed to Mr. Demirian or Mr. Ryan to answer. The voting screen and the Q&A screen are not activated for any of you who are logged in to the virtual meeting as a guest.

The meeting will now come to order, and I will ask Peter Nguyen to act as Secretary of the meeting. Unless there's an objection, Krish Seno and Hasib Iftekhar of Computershare Investor Services, Inc. will act as scrutineers of 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 this statement. I have been advised by the Secretary that the notice calling this meeting together with the 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, 2023, and the auditor's reports thereon have been properly sent to each requisite recipient. 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 the reading of the notice of meeting. The scrutineers have provided me with the preliminary report regarding shareholder attendance of the meeting and accordingly, I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of notice of the meeting and scrutineers' complete report on the 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 put forward the applicable motions. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In the context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. Shareholders may make comments specific to these motions prior to the vote, but we will address any comments on general matters during the question period to be held following the presentation on the corporation's business. Should you like to address the Chair on any motion, we encourage you to type in your question or comment in the chat feature under the Q&A tab, indicating the applicable item of formal business. If there is any discussion or question, the Secretary will read the question allowed at the appropriate time. 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. The poll will be open for any 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 vote. The first item of business is the presentation of the corporation's consolidated financial statement for the period ended January 31, 2023, and the auditor's reports thereon. Unless there's an objection, I will dispense with the reading of the auditor's report. The next item of business is the election of the Directors. The number of Directors to be elected at this meeting has been set by the corporation's Board of Directors at 10. I declare the meeting open for nominations.

Mr. Chair, I 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 meeting, namely Deepak Chopra, Deborah Close, Eric Demirian; Sandra Hanington, Kelley Irwin, Dennis Maple, Chris Muntwyler, Jane O'Hagan, Edward Ryan and John Walker each 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 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 10 persons nominated as Directors be so elected.

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

Mr. Chair, there's no discussion at this time.

As there's no discussion, I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders, please enter your votes using the vote tab within the virtual meeting 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 that a motion be presented.

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.

Thank you, Mr. Secretary. Before I call for a vote on the motion, is there any discussion of this motion? As there's no discussion, I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders, please enter your votes within the vote tab in the virtual meeting platform. [Voting]

The next item of business is the consideration of the proposed continuation, amendment and restatement of the corporation's shareholder rights plan. A summary of the proposed changes to the shareholder rights plan are set out starting at Page 21 of the management information circular and the proposed form of resolution to be considered at this meeting in respect of those changes as set out on Page 22 of the management information circular. In order that a vote may be held on the matter, I would request that a motion be presented.

Mr. Chair, I confirm that we have received a motion from Scott Pagan that the shareholder rights plan amendment resolution as set out on Page 22 of the management information circular be approved.

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

Mr. Chair, there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders, please enter your votes in the vote tab within the virtual meeting platform. [Voting]

The next item of business is the consideration of the advisory vote on executive compensation, also known as the say-on-pay vote. While this say-on-pay vote is nonbinding, it gives shareholders an opportunity to provide important input to the Board regarding the corporation's executive compensation practices as disclosed in the management information circular. The proposed form of say-on-pay resolution to be considered at this meeting is set out on Page 25 of the management information circular. In order that a vote may be held on the matter, I would request that a motion be presented.

Mr. Chair, I confirm that we have received a motion from Scott Pagan that the say-on-pay resolution be approved.

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

Mr. Chair, there is no discussion at this time.

As there is no discussion, I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders, please enter your votes in the vote tab within the virtual meeting platform. After the completion of this vote, the polls will be closed. [Voting]

Based on the preliminary voting results provided to me by the scrutineers and having regard the proxies that were received in advance of the meeting, I declare that all motions made today at this meeting have been passed. A report disclosing the applicable number of votes cast in favor of, withheld from voting or voted against each item of business at this meeting will be filed on SEDAR following the meeting and disclosed in a press release to be issued forthwith following the meeting. As there is no other formal business that may be properly brought before this meeting, I now declare the annual meeting terminated. As the result of the corporation's first quarter of the fiscal 2024 were just released 2 weeks ago, and there was a public conference call to discuss those results, which is recorded and available for replay on the corporation's website, we did not intend to have management to any type of formal management presentation at this meeting. But we will open up the discussion platform for a question-and-answer session, should there be any questions from shareholders at this time. Please submit your questions through the chat feature within the Q&A tab and the Secretary will then direct your questions either myself or Mr. Ryan.

Mr. Chair, there is one question for Mr. Ryan. How has artificial intelligence impacted Descartes business? And how do you think it will impact the business in the future?

Yes. Thanks, Peter. We have been working in AI, and those are familiar with the company working in AI for a long time now since before -- long before it became a popular subject specifically in our routing business where for the past 15 years or so, we've had to use artificial intelligence of sorts to help people make better decisions about how to route their trucks. It's been a big advantage to our business over time as we've kind of beaten our competitors to that 0.9 and continues to be impactful to us as there are more and more IoT devices out in the field that can give us information about what's going on, also things like traffic and weather and things of that nature that we can add to our route plans and using artificial intelligence, get our customers to better results. More recently, in our Global Trade Intelligence business, the use of AI has become a big issue to help us classify tariffs and commodities for customers and their tariffs and duties searches so that they can more quickly get the results. Other areas -- and we think this is going to continue to expand for us, but other areas like our customer support business, helping get customers to answers faster. In our development part of our business, engineering part where we are able to code faster as a result in net effect because we're using other people's prior works even within the organization to be able to create code faster than we would have and have the computer do a lot more of the work in creating the code than it has in the past. So I'll leave it at that, but suffice it to say, probably more to come with regard to artificial intelligence and how it's going to help our business.

Mr. Chair, there are no further questions at this time.

Thank you to everyone for joining us today and accommodating this online format. We wish each of you all the best.

Thank you. And with that, thank you for participating and you may now disconnect.