Vital Infrastructure Property Trust (VITLUN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of NorthWest Healthcare Properties REIT. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Paul Dalla Lana. The floor is yours.

Good morning, ladies and gentlemen, and welcome to the Annual Meeting of Unitholders of NorthWest Healthcare Properties REIT. My name is Paul Dalla Lana, and I'm the Chair of the Board. As an introductory note, to proactively deal with the unprecedented public health impact of COVID-19 and to mitigate risks to the health and safety of NorthWest Healthcare Properties unitholders, employees and other stakeholders, we are hosting today's meeting virtually via live audio webcast. We have unitholders attending via the web portal today. And for those who may not be able to attend online, we have encouraged them to vote by using the form of proxy or voting instruction form provided in the proxy materials. Before we begin the formal proceedings, I would like to introduce the following members of management with us today: Peter Riggin, Chief Operating Officer and Managing Director of Canada; Shailen Chande, Chief Financial Officer. Each of whom is present for today's live webcast. We are also pleased to have the following members of our Board present for today's webcast: Mr. Robert Baron, Mr. Bernard Crotty, Stephani Kingsmill, Mr. Colin Loudon, Mr. Brian Petersen, Ms. Karen Weaver. Today, we intend first to proceed with the formal items on the agenda. Following which, we would be pleased to respond to your questions. Validated unitholders and proxy holders that are attending the meeting virtually today will be able to submit questions during the meeting and during the Q&A session once the formal business of the meeting is concluded. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use a recording device. I now call the meeting to order. With the consent of the meeting, I will act as Chair of the meeting, and I will ask Brad Ross from Goodmans to act as secretary; and [ Patty Saganis ] and [ Heather Rose ] of Computershare to act as scrutineers. Certain unitholders have been asked to move and second motions relating to the business to be concluded at this meeting. The secretary has advised me that the notice calling the meeting together with the form of proxy, management information circular and the 2019 financial statements have been forwarded to each intermediary and registered unitholder of record on the record date for the meeting. An electronic copy of the management information circular is available to unitholders online under the REIT's profile on SEDAR. The scrutineer has provided me with a report on attendance. I confirm the requisite quorum of unitholders is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineers' report on attendance and affidavit of mailing be annexed to the minutes of the meeting. The voting polls are now open for all matters to be voted on. This will allow you to choose to vote on each item of business immediately or to wait until this motion has been made prior to casting your vote. Voting will be conducted by online ballot. Any unitholder or proxy holder who has not yet voted or wishes to change their vote, please do so using the voting buttons on the web portal. Please note that unitholders have the ability to change their votes at any time before the polls close after all motions have been made and related questions addressed. Unitholders who have sent in proxies or voted via the telephone or Internet and do not want to change their vote do not need to take any further action. The first item of business for the meeting is the presentation of the financial statements for the year ended December 31, 2019. I would ask that the secretary attach the financial statements and auditor's report as a schedule to the meeting notes. As mentioned, following the meeting, management will be pleased to respond to any questions. If any unitholder or proxy holder has questions relating to the financial statements, I would request that they be asked at that time. We will now proceed with our second item of business, the election of trustees. As described in the circular for the meeting, the REIT has granted NorthWest Value Partners Inc. the right to appoint one trustee at this meeting. NorthWest Value Partners has elected to appoint myself to the Board. The proposed nominees for election for the remaining 6 trustees of the REIT are Robert Baron, Bernard Crotty, Stephani Kingsmill, Colin Loudon, Brian Petersen and Karen Weaver. If elected, these nominees will hold office until the next annual meeting of unitholders or until their successors are elected or appointed. May I have a motion for the nomination of these 6 individuals?

I so move.

Would anyone like to second the motion?

I second the motion.

Are there any further nominations? As there are no further nominations, I declare the nominations closed. The Board of Trustees has adopted what is commonly referred to as a majority voting policy. Under that policy, a trustee is required to tender his or her resignation if he or she receives more withhold votes cast for his or her election than cast for his or her election. Although the REIT's majority voting policy contemplates that separate motions will be held to elect each trustee, the scrutineer's preliminary report indicates that based on the proxies received by the REIT, each proposed nominee would receive a greater number of votes for his or her election than would be withheld for his or her election. And none of the proposed nominees would be required to tender his or her resignation under the policy. So unless a unitholder or proxy holder requests separate motions to elect the individual nominees, I propose that we proceed with a single motion. May I have a motion for the election of the persons who have been nominated?

I so move.

Would anyone like to second the motion?

I second the motion.

I will now pause a moment to give unitholders an opportunity to raise questions or comments with respect to the election of trustees. Shailen, have we received any questions?

We have not received any questions with respect to the election of the trustees.

Thank you. If there are no further questions, we will move on to the next matter to be voted on. The next item of business is the appointment of auditors and the authorization of the trustees to fix their remuneration. The trustees, on the recommendation of the Audit Committee, proposed that KPMG be appointed as auditor of the REIT until the next Annual Meeting of Unitholders or until their successor is duly appointed and that the trustees be authorized to fix their remuneration. May I have a motion on this matter, please?

I so move.

Would anyone like to second the motion?

I second the motion.

Thank you. If any unitholder or proxy holder has questions relating to the appointment of auditors, I would request they be asked at this time. Shailen, have we received any questions?

We have not received any questions with respect to the election of the trustees for appointment of auditors.

As there are no further questions on the appointment of auditors, we will move on to the next matter to be voted on. Ladies and gentlemen, the polls will remain open for a brief moment. Any unitholder who hasn't yet voted or wishes to change their vote may take the opportunity to do so now through the voting buttons on the web portal. As a reminder, unitholders who have sent proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. We will pause a moment for any further voting. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for the 2020 NorthWest Healthcare Properties REIT Annual Meeting of Unitholders closed. We have been informed by the scrutineer that the preliminary vote report shows that each of the proposals presented for approval today have been duly passed. I declare the nominees listed in the management information circular have been duly elected as trustees of the REIT until the next Annual Meeting of Unitholders or until they resign or their successors are elected or appointed, and that KPMG LLP have been appointed as the REIT's auditor for the ensuing year. We will be reporting the final voting results in a press release and SEDAR filing following the meeting. Ladies and gentlemen, that concludes the formal part of the meeting. If there's no further business, the meeting is hereby terminated. On behalf of management and the Board, I would like you -- to thank you for attending today. And now this -- sorry. Now that the formal part of the meeting has been concluded, we would be pleased to answer any questions that you may have with respect to the REIT, its financial statements and operations during the year. Please submit your questions through the web portal. Thank you. If there are no further questions, I would like to thank everyone for attending the meeting and for your support of the REIT. The meeting is now concluded.

This concludes the meeting. You may now disconnect.