Trican Well Service Ltd. (TCW) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Trican Well Service Ltd. Annual and Special Meeting. I would now like to hand the conference over to your speaker, Tom Alford. Thank you. Please go ahead.

Good afternoon, ladies and gentlemen. Welcome to the 2021 Annual and Special Meeting of Shareholders of Trican Well Service Ltd. My name is Tom Alford, I'm the Chairman of the Board of Trican. Due to ongoing COVID-19 pandemic and in compliance with applicable health guidelines, we moved this meeting to a virtual format to ensure we keep our employees and shareholders safe while preserving the right of shareholders to participate in the meeting. Should any shareholder or proxy holder wish to ask a question on a motion, they will have the ability to do so through the virtual shareholder platform. I would like to introduce the directors, new Board nominee and executives of Trican who are participating in this meeting: Allen Brooks, Director; Kevin Nugent, Director; Michael McNulty, Director; Michael Rapps, Director; Deborah Stein, Director; Trudy Curran, nominee for the Board; Brad Fedora, President and Chief Executive Officer and Director; Todd Thue, Chief Operating Officer; Klaas Deemter, Interim CFO; Chika Onwuekwe, Vice President, Legal, General Counsel and Corporate Secretary. Before we start, I would like to express our sincere thanks to Allen Brooks and Kevin Nugent, who are retiring at this meeting after a combined term of 25 years on the Board. During their tenure, they provided steady oversight to management, which ensured Trican came out of the downturn with a good balance sheet in addition to overseeing a successful transition to our new Chief Executive Officer. We are grateful for the years of dedicated service for the company and wish them well in their respective futures. For convenience, today's meeting will be conducted in 2 parts. The first portion of the meeting, we will deal solely with the formal legal requirements for the Annual and Special Meeting. After we conclude the formal part of the meeting, Brad Fedora will provide a brief update on the company, answer any questions that you might have. The 2021 Annual and Special Meeting of the Shareholders of Trican will now come to order. I will preside as Chairman of the meeting. Chika Onwuekwe will act as secretary of the meeting and representatives of Broadridge Financial Solutions, Inc. will act as scrutineers. The notice of the meeting, management proxy circular and related materials were sent to shareholders of record on April 1, 2021, and to the directors and auditors of Trican. Broadridge Financial Solutions, Inc. has confirmed proper mailing of these materials. I would ask that the secretary file the declaration of the meeting -- of the mailing within the minutes of this meeting. The scrutineers have provided their preliminary report on attendance, and based on the total number of shares represented, I am advised that we have a quorum present at this meeting. Accordingly, I declare that the meeting is regularly called and constituted for transaction of business. At this time, any registered shareholders or proxy holders that are logged in and who have not already voted or submitted a proxy and wish to vote their shares may do so now by clicking on the Vote Here button on your screen. If you have already voted or submitted a proxy, you do not need to vote using the polls as your vote will already have been counted. After the formal meeting and management presentation, there will be an opportunity for shareholders and proxy holders to ask general questions not directly related to the formal business of this meeting. I will now proceed with the matters under consideration at this meeting. The first item of business is to receive the financial statements of Trican for the year ended December 31, 2020. A copy of the financial statements, including the report of the auditors, has been mailed to each registered shareholder of Trican and to each beneficial shareholder who has requested them. There are extra copies of these documents available to shareholders upon request. Please note that we have asked certain shareholders and proxy holders to move and second routine matters of business. Based on preliminary voting results, the resolution has been carried. The next item of business on the agenda today is to fix the number of directors that will hold office until the next annual meeting or until successors are elected or appointed. May I please ask for someone to move and someone to second the motion to fix the number of directors to be elected at the meeting at 6?

So moved.

I second the motion.

Based on the preliminary voting results, the resolution has been carried. The next item of business is the election of each of the directors of Trican. A brief biography of each management nominee is contained in the management proxy circular of Trican dated April 1, 2021, delivered to the shareholders in connection with this meeting. May I please ask for someone to move and someone to second the motion for the election of Thomas Alford, Bradley Fedora, Trudy Curran, Michael McNulty, Michael Rapps and Deborah Stein as directors of Trican?

Mr. Chairman, I move that the 6 nominees be elected as directors of Trican to hold office until the next annual meeting or until their successors are elected or appointed.

I second the motion.

I've received the preliminary voting results of the vote on the election of directors, and I am pleased to announce that each of the management nominees received a majority of the votes cast to be elected. The particulars of which will be posted on SEDAR following this meeting and no later than the next business day after this meeting. The next item of business is the appointment of auditors. May I ask for someone to move and someone to second the motion regarding the appointment of KPMG LLP as auditors of Trican until the next Annual Meeting of Shareholders and that the directors of Trican be authorized to fix their remuneration as such?

So moved.

I second the motion.

The next item of business is the advisory vote on Trican's approach to executive compensation. May I ask for someone to move and someone to second the motion that the ordinary resolution approving Trican's approach to executive compensation as set out in the management proxy circular of Trican dated April 1, 2021, delivered to the shareholders in connection with this meeting be approved on an advisory basis?

So moved.

I second the motion.

Based on the preliminary voting results of the scrutineers, the votes cast on this matter in Trican's approach to executive compensation has been approved with approximately 76.22% of the votes cast in favor of the resolution. Accordingly, I declare the resolution to be passed. The final item of business is the confirmation and approval of the amended and restated Bylaw #1 of the corporation, which the Board has already approved for adoption on November 5, 2020. May I request someone to move and someone to second the motion for the confirmation approval, by ordinary resolution, the adoption of Trican's amended and restated Bylaw #1, the full text of which is set out as Appendix D in the management proxy circular of Trican dated April 1, 2021, and delivered to shareholders in connection with this meeting be approved?

So moved.

I second the motion.

Based on the preliminary voting results of the scrutineers, the votes cast on this matter and Trican's amended and restated Bylaw #1 has been confirmed and approved with approximately 79.36% of the votes cast in favor of the resolution. Accordingly, I declare the resolution to be passed. I now declare the polls closed. Final voting results will be posted on SEDAR following the meeting and no later than the next business day after this meeting. This concludes the formal business of the meeting. Unless there are any questions from the shareholders, may I please ask for someone to move and someone to second the motion that the meeting be terminated?

I move that the meeting be terminated.

I second the motion.

The motion is carried. I therefore declare the formal part of the meeting terminated. I would now invite Brad Fedora, President and Chief Executive of Trican to provide you with a brief update of the company.

Thank you, Tom. So I -- Trican held its quarterly conference call post the issuance of our financial results this morning, so I will refer you to our website where the -- a recording of that call has been uploaded to the Investors section and that can be found on www.tricanwellservice.com. And if you click on the Investors section, you'll find a recording of that call. And in that call, we talk about our Q1 results and our outlook for the remainder of the year. I'll stand by now to answer any questions that may come up. Okay. There doesn't appear to be any questions. So we will conclude the meeting. Thank you for calling in, and we appreciate your support.

Thank you.