Triple Flag Precious Metals Corp. ($TFPM)
Earnings Call Transcript · May 6, 2026
Earnings Call Speaker Segments
Operator
OperatorHello, and welcome to the Annual Meeting of Shareholders of Triple Flag Precious Metals Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of the same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtained all required consents for the disclosure. [Operator Instructions]. It is now my pleasure to turn this meeting over to Dawn Whittaker.
Dawn Whittaker
ExecutivesThank you. Good morning, and welcome to the Annual General Meeting of Triple Flag Precious Metals Corp. I'm Dawn Whittaker, a Director of the company and Chair of the Board of Directors. We look forward to this meeting and the opportunity it provides to speak with our shareholders. Joining me this morning via webcast are Sheldon Vanderkooy, our Chief Executive Officer; Eban Bari, our Chief Financial Officer; James Dendle, our Chief Operating Officer; Warren Gill, our Vice President and General Counsel; and David Lee, our Vice President, Investor Relations. The nominee directors, auditors and other members of the Triple Flag management team are also attending remotely, either by teleconference or webcast. I would now like to call to order the Annual Meeting of Shareholders of Triple Flag Precious Metals Corp. I will begin today's meeting by outlining how voting and questions may be addressed in this virtual format. The majority of shareholders have submitted their proxies or voting instructions in advance of the meeting. Voting during today's meeting will be conducted through this online platform. When we're ready to table an item of business for a vote, you will see voting options appear on your screen. If you voted in advance of the meeting and do not wish to revoke your previously submitted proxy, then you do not least do anything. The scrutineers will tabulate all of the votes cast during the meeting, and we will report on the results of each resolution towards the end of the meeting. To submit a question, click on the Q&A messaging icon to the right of the online platform window. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it's general in nature. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until the end of the meeting. Please note that if you're logged into the virtual meeting as a guest, you will not be able to ask a question. Only registered shareholders and duly registered proxy holders may do so. Lauren will read the questions aloud when requested, and either I or a member of the management team will respond. We will make every effort to answer all of your questions today during the Q&A period. However, in the interest of time, we will limit that portion of the meeting to 30 minutes, and we'll address any unanswered questions in the timely manner afterwards. I'll now proceed with the formal part of the meeting. I ask Warren Tak as Secretary of the meeting. Computershare Investor Services Inc. is acting as scrutineer of the meeting by way of its representatives, Louis Walleurray. Only shareholders of record of closeness on March 17, 2026, where their proxies are entitled to take part in and vote at this meeting. To make the best use of our time, certain shareholders have been asked to move and second the motions, which are called for in the notice of meeting. A copy of the notice of meeting and proof of its mailing have been filed by the company. The scrutineer's report indicates that a quorum is present. I now declare that this annual meeting has been properly called and is duly constituted for the transaction of business for which it has been called. Within agenda will consist of the presentation of the company's 2025 annual financial statements, followed by 3 resolutions: first, to elect the Board of Directors for next year; second, to appoint the company's external auditor for fiscal 2026 and to authorize the directors to fix the auditor's remuneration; and third, to consider an advisory resolution on the company's approach to executive compensation. On behalf of those speaking today, I would like to note that today's remarks may include forward-looking statements. Details regarding forward-looking statements can be found in the company's annual information form and other public documents. Actual results could differ materially from the forecast, projections and conclusions in the forward-looking statements made today. I should also note that during the meeting, we may pause from time to time to review messages from wars. Thank you for your patience as we do so. I'd now like to place before the meeting the consolidated financial statements of the company, together with the notes and the auditor's report to the shareholders for the year ended December 31, 2025. These are included in the annual report, which we retrieved from the triple flag precious metals or website or SEDAR or are there any questions or comments submitted in connection with the financial statements?
Unknown Executive
ExecutivesNo Dawn, and we do not receive any questions on our financial statements.
Dawn Whittaker
ExecutivesThank you, Warren. We'll now move to the nomination of our election of Directors. Our management information circular contains details biography setting out the valuable qualifications and diverse backgrounds of our director nominees proposed. 9 directors are to be elected. I'm pleased to report that based on proxies received by the scrutineer in advance of the meeting, each director nominee received votes in favor of at least 94% of the votes cast. We will now consider the election of directors. I declare the polls open on all resolutions. Warren, are there any questions or comments made in connection with the nomination and election of directors?
Unknown Executive
ExecutivesNo, Dawn, you're not receiving any questions related to this item.
Dawn Whittaker
ExecutivesThank you. We are pleased to have a nomination for the election of directors.
Unknown Shareholder
ShareholdersMy name is Diana, and I'm a shareholder. Chair. I nominate the following persons for election as directors of the company to hold office until the next Annual Meeting of the Shareholders or until their successors are duly elected or appointed. Dawn Whittaker, Susan Allen, Patrick Merrin, Christopher Clive, Jeff Burt, Mark Cicirelli, Blake Rhodes, Sheldon Vanderkooy, Elizabeth Wademan.
Unknown Shareholder
ShareholdersMy name is Steve Bristo. I'm a shareholder. Madam share, I second the motion.
Dawn Whittaker
ExecutivesThank you, Himani, Steve. Triple Flag bylaws require the nominations of directors by shareholders be received by the directors at least 30 days in advance of the meeting in order to be valid. As no nominations other than those set forth in the management information circular and included for election at this meeting were received prior to the deadline, the nominations are closed. As this is an uncontested election, the Centro the Canada Business Corporations Act, shareholders will vote for or against nominee for election to the Board. PAUSE In short, any nominee who does not receive a majority of the votes cast for their election will not be elected. But because certain nominees for election. To the Board are incumbent directors, an incumbent director who has not so elected may continue in office until the earlier of the 90th day after election or the day on which his or her success is appointed or elected. On the side by the groupers that there are very few votes cast by proxy and retested the director nominees I'm advised by the scrutineer that very few votes cast by proxy in respect of the director nominees were voted against such nominees. The number of votes in favor and against for each individual director nominee may be obtained from the scrutineer. You have now proved the motion for the election of directors. I ask shareholders or their appointees to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there's no need to do anything unless you wish to change your vote. We'll now move to the next item of business, the appointment of the officer or are there any questions or comments submitted in connection with the appointment of the auditor?
Unknown Executive
ExecutivesNo, Dawn, we have not received any questions related to this item.
Dawn Whittaker
ExecutivesI'll now entertain a motion for the appointment of the auditor of the company and the authorization of the directors to fix the auditor's remuneration. My name is Ivan Bari, and I'm a shareholder. PAUSE.
Unknown Shareholder
ShareholdersI'm sure. I know that Pricewater has Cooper's LLP, the inline potions of the company until the next Annual Meeting of the Shareholders of the company and that the directors be authorized to fix the and years remuneration for the 26 fiscal year.
Unknown Shareholder
ShareholdersMy name is Steve Bristow and I am a shareholder. Madam Chair, I second the motion.
Dawn Whittaker
ExecutivesThank you, Live and Steve. If you have not already done so, I ask shareholders that are appointed to cast their vote the online portal. The next item of business is the advisory resolution regarding the company's approach to executive compensation. The resolution is more fully described on Page 22 of the company's management information circular. Warren, are there any questions or comments submitted in connection with this advisory resolution.
Unknown Executive
ExecutivesNo, Dawn, we receive any questions related to.
Dawn Whittaker
ExecutivesThanks, Glen. I'll now entertain a motion to approve on an advisory basis the company's approach to executive compensation.
Unknown Shareholder
ShareholdersMy name is Ivan Varian I'm a shareholder. I can share. I note that the advisory resolution regarding the company's approach to secular compensation as more fully described on Page 2 management, information and circular being great.
Unknown Shareholder
ShareholdersMy name is Steve Bristow I'm a shareholder, Adam Shar. I second the motion.
Dawn Whittaker
ExecutivesThank you. If you've not already done so, I ask shareholders or their appointees to cast their votes to the online portal. This brings us to the end of the voting on the items of business before the meeting, and I therefore declare the poll closed. We've received the voting results from the scrutineer on the 3 items of business. On the election of directors, the voting results show that each director nominee received votes in favor from at least 94% of the votes cast. Accordingly, I. Declare that the proposed director nominees have been duly elected to hold of this until the next Annual Meeting of Shareholders or until they resign or their successors are duly elected or appointed. On the appointment of auditors, the voting results show that over 99% of the votes cast were in favor of the appointment of Pricewaterhouse Super LLP as auditor of the company. I declare that PricewaterhouseCoopers LLP is appointed as auditor of the company and that the directors are authorized to fix the auditor's remuneration. On the advisory vote of the company's approach to executive compensation approximately 98% of the votes were cast in favor of the company's approach to executive compensation. I declare this motion to be passed. The final voting results will be available after the meeting posted on the company's SEDAR profile at www.sedars.ca. If there's no further business and I have a motion to terminate the meeting.
Unknown Shareholder
ShareholdersMy name is Ibara I'm a shareholder. Madam Chair, I move that the meeting terminated.
Unknown Shareholder
ShareholdersMy name is Steve Bristow, and I'm a shareholder. Adam Chair, I second the motion.
Dawn Whittaker
ExecutivesThank you, both. I now declare the meeting terminated. On behalf of the company, I would like to thank you for taking the time to join us online or over the phone. I wish all the best to you and your face.
Operator
OperatorThank you for attending today's meeting. The meeting has concluded, and you may now disconnect.
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