Yellow Pages Limited (Y) Earnings Call Transcript & Summary

[Foreign Language] Good morning, ladies and gentlemen. My name is Susan Kudzman. I'm the Chair of the Board of Yellow Pages Limited. It is my pleasure to welcome you to our Annual Meeting of Shareholders. Due to the ongoing uncertainty surrounding the public health impact of the coronavirus pandemic, the corporation has determined that holding this year's meeting virtually via a live audio webcast is a proactive and prudent step to ensure the health and safety of our shareholders and employees and the communities in which we live. [Foreign Language] Let me now formally open the Annual Meeting of Shareholders. And as per the bylaws of Yellow Pages, I shall act as Chair of the meeting, and Treena Cooper will act as secretary. [Foreign Language] I would also like to introduce the people who will be speaking today. They are David Eckert, President and Chief Executive Officer of Yellow Pages; Franco Sciannamblo, Senior Vice President and Chief Financial Officer; Treena Cooper, Senior Vice President, Secretary and General Counsel; John Ireland, Senior Vice President of Organizational Effectiveness; and Sherilyn King, Senior Vice President, Sales, Customer Care and Marketing. It is also my pleasure to introduce to you the directors who are with us today. All except for Ms. Kalpana Raina are standing for reelection. We would like to thank Kalpana for her many years of service and support of YP through challenges and success and wish her well in her future endeavors. Those standing for reelection in addition to Mr. Eckert and myself are: [Foreign Language] Craig Forman, Corporate Director; Rob Hall, Corporate Director; Paul Russo, Corporate Director. [Foreign Language] Before we begin, I would like to say a few words about the proceedings of this meeting. [Foreign Language] As set out in the proxy circular sent to all shareholders, the business of today's meeting includes the election of directors, the appointment of the external auditor and the approval of an amendment to the 2012 stock option plan. I would ask Leanne Branston and Frances -- Francine Mbvoumbo of Broadridge to act as scrutineers. [Foreign Language] The secretary has informed me that Yellow Pages Limited has received confirmation from Broadridge that the Notice of 2021 Annual Meeting of Shareholders and notice of availability of meeting materials was sent together with the form of proxy to all shareholders entitled to vote at the meeting. The meeting materials, being a copy of the Notice of Annual Meeting of Shareholders, the management proxy circular and to those who requested it, the 2020 annual report, including the consolidated financial statements of Yellow Pages, was made available to all shareholders via notice and access. [Foreign Language] I direct that a copy of each of these documents, along with the affidavit of Broadridge confirming that the Notice of 2021 Annual Meeting of Shareholders and notice of availability of meeting materials together with the form of proxy were sent to shareholders, be kept by the secretary in the records of Yellow Pages. Treena, have you received the scrutineers' report confirming the number of common shares represented and to be voted at this meeting?

Madam Chair, I'm advised by the scrutineers that 18,786,432 common shares representing 67.62% of the issued and outstanding common shares are represented at this meeting, well in excess of the required quorum. [Foreign Language]

I therefore declare that this meeting is regularly called and properly constituted for the transaction of all business for which it was called. Before we proceed to the business of the meeting, I would like to briefly comment on the procedures for voting and asking questions. To facilitate the formal business of the meeting, Franco Sciannamblo will propose and Sherilyn King will second the formal motions. At any time during the meeting, registered shareholders who have not already provided voting instructions or appointed a proxy holder that are logged on and wish to vote their shares may do so by selecting their votes for each motion and clicking on the Submit button on your screen once all of your selections are complete. Duly appointed proxy holders may also vote now using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. [Operator Instructions] We will respond to questions received on each matter of formal business at the time it comes before the meeting. Questions that are not received by that time or which do not relate to the formal business of the meeting will be addressed in the question-and-answer session following the conclusion of the meeting. If you have voted your shares prior to the start of the meeting, your vote has been received by the scrutineers, and there is no need to vote those shares during the meeting unless you are a registered shareholder or duly appointed proxy holder and wish to revoke or change your vote. We have been advised by the scrutineers that based on the proxies already deposited with them, enough votes have been cast to carry each of the motions. [Foreign Language] The first item on the agenda for today's annual meeting is the reception of the 2020 annual report of Yellow Pages, including the consolidated financial statements of Yellow Pages for the year ended December 31, 2020, and the auditor's report thereon. A copy of the 2020 annual report of Yellow Pages was sent to all shareholders who requested a copy. The annual report was also made available on the company's website and on SEDAR. As you have had the opportunity to review the annual report, I would ask the secretary to include in the minutes of this meeting the 2020 annual report of Yellow Pages, including the consolidated financial statements of Yellow Pages for the year ended December 31, 2020, and the auditor's report thereon. [Foreign Language] The next item on the agenda relates to the election of directors of Yellow Pages. In the proxy circular, Yellow Pages Limited proposes 5 individuals as directors of Yellow Pages. I invite Franco Sciannamblo to introduce a motion proposing the nomination and election of these 5 individuals as director of Yellow Pages.

[Foreign Language] My name is Franco Sciannamblo, and I move that David Eckert, Craig Forman, Rob Hall, Susan Kudzman, and Paul Russo [Foreign Language] be elected as directors of Yellow Pages Limited.

[Foreign Language] Thank you. Yellow Pages has not received notice from any shareholder of other nominations of persons for election as a director of Yellow Pages pursuant to Yellow Pages bylaw #1, which provides for, amongst other things, advanced notice of nominations of directors. Notice of any such nominations was required to be delivered to Yellow Pages on or before April 13, 2021, being 30 days prior to this Annual Meeting of Shareholders. Since there can be no further nominations, I declare the nominations closed. Treena, have we received any questions relating to this item of business?

No, we have not. Simply as a reminder to registered shareholders and duly appointed proxy holders voting at the meeting to vote on this item of business under item 1 in the voting section. On the right-hand side of the screen, you will find the listed names of the 5 nominees for election to the Board of Directors listed in the management information circular. For each nominee, you may vote for or withhold from voting in respect of that nominee. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter.

I've been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. I confirm that the 5 director nominees named in the management information circular have been elected as directors, and I congratulate each one of them. [Foreign Language] The next item on the agenda concerns the appointment of auditors of Yellow Pages for the fiscal year in progress and authorization for the directors of Yellow Pages to fix their remuneration. Yellow Pages recommends the reappointment of Deloitte LLP professional chartered accountants as auditors of Yellow Pages to hold office until the next Annual Meeting of Shareholders. I invite Franco Sciannamblo to make the necessary motion.

[Foreign Language] My name is Franco Sciannamblo, and I move that Deloitte LLP chartered professional accountants be reappointed as auditors of Yellow Pages for the fiscal year in progress and that the directors of Yellow Pages be authorized to fix their remuneration.

I invite Sherilyn King to second the motion.

My name is Sherilyn King, and I second the motion. [Foreign Language]

The motion is duly made and seconded. Treena, have we received any questions relating to this item of business?

No, we have not. And simply as a reminder, the registered shareholders and duly appointed proxy holders voting at this meeting, to vote on this item of business under item #2 in the voting section on the right-hand side of your screen. You may vote for or withhold from voting in respect of this motion. You may not vote for any accounting firm other than Deloitte LLP. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter.

I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. [Foreign Language] The last item on the agenda concerns the approval of an amendment to the 2012 stock option plan to increase the insider participation limits and the maximum number of shares issuable to one person from 5% of the issued and outstanding shares to 10% of the issued and outstanding. I invite Franco Sciannamblo to make the necessary motion.

[Foreign Language] My name is Franco Sciannamblo, and I move that the amendment to the 2012 stock option plan to increase the insider participation limits and the maximum number of shares issuable to one person from 5% of the issued and outstanding shares to 10% of the issued and outstanding.

I invite Sherilyn King to second the motion.

My name is Sherilyn King, and I second the motion. [Foreign Language]

The motion is duly made and seconded. Treena, have we received any questions relating to this item of business?

No, we have not. And as a last reminder to the registered shareholders and duly appointed proxy holders voting at the meeting to vote on this item of business under item 3 in the voting section on the right-hand side of the screen. You may vote for the motion or against the motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter.

I have been advised by the scrutineers that a significant majority of the proxies received by management prior to the meeting have been voted for the motion, and I declare the motion carried. The polls are now closed with respect to voting on all of the motions. Final report on voting results provided by the scrutineers after the meeting will be incorporated into the minutes of the meeting. After the meeting, we will also post the final voting results on the Investor Relations page of the company's website, and we'll file the results on SEDAR. Since there are no other matters, Treena, there -- since there are no other matters of business to come before the formal part of the meeting, the meeting is terminated. I would like to thank you for your participation and for your interest in Yellow Pages. [Foreign Language] At this point, we will begin the Q&A for shareholders. Questions can be submitted through the web portal. Treena will read those questions submitted and which relate to the corporation's business. Treena, have we received any questions?

No, we have not.

[Foreign Language] I think it is appropriate to conclude the question period now. Thank you again for attending our meeting today and for your ongoing interest in Yellow Pages.

This now concludes the meeting. Thank you for joining and have a pleasant day.