Hello and welcome to the annual meeting of shareholders of ABC Technologies Holdings, Inc. Please note that today's meeting is being recorded. At this time, all participants are in a listen only mode. During the meeting, we'll have a question and answer session for registered shareholders. Please note that only shareholders of ABC Technologies Holdings, Inc who received either a 15-digit control number or an invitation code from Computershare and used them to log into the meeting platform are able to ask questions at the meeting. Such shareholders can submit questions or comments at any time. To do so, please click on the Q&A icon. You can type your question in the box at the bottom of the page, then click submit. Please include your name with your question so that you can be properly recognized. It is now my pleasure to turn today's meeting over to Barry Engle, the Chair of the Board of Directors of ABC Technologies Holdings, Inc. Mr. Engle, the floor is yours. Good morning. My name is Barry Engle. I'm the Chair of the Board of Directors of ABC Technologies Holdings, Inc. Welcome to the corporation's annual general meeting of shareholders for 2022. We are conducting today's meeting as a virtual meeting, the standard adopted by the corporation last year due to continuing impact of the COVID-19 pandemic. Our meeting will consist of a brief agenda of formal items, including the election of directors, the reappointment of our auditor, and the say on pay advisory resolution on the corporation's approach to executive compensation, and a brief Q&A session to answer any questions properly submitted during the meeting that have not been answered during the course of the meeting. Ryan Conacher, Executive Vice President of Corporate Counsel and Corporate Secretary of the corporation, will begin by describing how we will conduct the meeting. Terry Campbell, the President and Chief Executive Officer of the corporation, who will be acting as the chair of the meeting, will call the meeting to order. Ryan Conacher will then take us through the official business portion of the meeting. Thank you, Barry. This is Ryan Conacher. Good morning, everyone. The agenda for today is shown on the presentation slides that you can view on the meeting webpage that is viewable on your computer or phone screen. As the conference operator advised at the beginning of this meeting, registered shareholders with a control number or invitation code may submit a question or make an objection at any point by clicking on the Q&A icon on the webpage. If any questions pertaining to the business of the meeting are submitted, I or a member of the team will read the question aloud, along with the name of the investor submitting the question so that all attendees can hear the inquiry. Terry Campbell or another member of management of the corporation or its legal department, if appropriate, will then address the question as we would during an in-person meeting. Although questions can be submitted throughout the meeting, I encourage you to submit your questions early and one at a time. They will be addressed at the appropriate time during the meeting. Only questions on topics relating to today's subject matter will be addressed. As Barry mentioned, there will be a more formal Q&A session after the formal business of the meeting is completed in case any questions not pertaining to the business of the meeting will be posed for management during the meeting. If you have not already voted your shares and you intend to vote at this meeting, please note that the polls are now open and you can vote on all matters now. To vote, click the vote icon on the webpage. You'll be taken to an electronic ballot that you can fill out and submit online. Please note that only attendees entitled to vote and submit comments or objections at this meeting are registered shareholders or proxy holders who have logged in using their assigned control numbers or invite codes. We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. We will provide you with all voting results for all resolutions at the end of the meeting. For specific vote tabulations, please see ABC's report of voting results, which will be posted to ABC's SEDAR profile shortly after the meeting. I will now hand it to Terry Campbell, President and CEO of ABC Technologies Holdings, Inc. Thank you, Ryan. Good morning, everyone. My name is Terry Campbell. As Barry Engle and Ryan Conacher noted, I am the President and CEO of ABC Technologies Holdings, Inc. Unless there is an objection pursuant to the articles of the corporation and with Barry Engle's consent, I will act as Chairman of the meeting, and Ryan Conacher will act as Secretary of the meeting. Louise Waltenbury of Computershare Investor Services Inc., the corporation's transfer, registrar, and dividend distribution agent, will act as scrutineer of the meeting. I will now ask Ryan Conacher to review the manner in which notice of this meeting was given. Thank you, Terry. Notice of this meeting has been mailed to all registered shareholders and delivered by means of electronic communication to the directors of the corporation and to the corporation's auditor. A copy of the affidavit as to such mailing has been provided by Computershare Investor Services Inc., the corporation's transfer agent, which oversaw the mailing. Notice of this meeting has also been posted on SEDAR and is available on the corporation's website. Copies of the circular and other meeting materials are available on the corporation's profile on SEDAR and on the corporation's website. Absent any objection, we will dispense with the reading of the notice of meeting. In light of the foregoing, proper notice of this meeting has been given. Thank you, Ryan. I will now ask Ryan Conacher to address whether a quorum is present today for the transaction of business. The corporation's articles specify that a quorum at a meeting of shareholders is two persons who are, or who are represented by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting. With respect to the presence of a quorum at today's meeting, the preliminary scrutineer's report indicate that there are 18 shareholders present at this meeting, either attending online or by being represented by proxy, holding an aggregate of 113,737,761 common shares. This represents approximately 98.34% of the corporation's issued and outstanding voting securities, which, as of the record date of November 4th, 2022, 115,660,487 common shares were issued and outstanding. Thank you, Ryan. I adopt the scrutineer's report and declare that a quorum is present. With the appropriate notice of the meeting having been given and a quorum being present, I declare the meeting duly constituted and ready for the transaction of business. I will now turn to Ryan Conacher to take us through the formal portion of the meeting. Thank you, Terry. In accordance with the Corporation's articles, no motion at the meeting needs to be seconded. After voting results are announced following the conclusion of voting, the Chairman and I will declare the results of each motion. The first item of business is to receive the Corporation's audited consolidated financial statements for the year ended June 30, 2022. A copy of the financial statements and auditor's report for the Corporation's financial year ended June 30, 2022 was posted online via Notice and Access. Copies of these documents are available for review on the meeting registration page by clicking on meeting materials. They are also available to review on the Corporation's website and on SEDAR. These documents are now placed before the meeting. No vote is required for the reception of these documents. Accordingly, I declare that these documents have been received. Management will be available following the meeting to answer any questions pertaining to the financial statement. We will now move to the election of directors. The circular for this meeting, which is included in the meeting materials accessible on the meeting webpage, set out the details of the nine individuals nominated for election to the board for the ensuing year. These are James Voss, Michael Reiss, Jonathan Williams, Brooke Sorensen, Barry Engle, Mel Carlisle, Patrick C. George, Burt Jordan, and Terry Campbell. Under the corporation's advance notice policy, stated in section 10.10 of the articles of the corporation, shareholder nominations for directors must be made not less than 40 days prior to the date of the annual general meeting of shareholders. As no further nominations were made in accordance with the advance notice policy, again, management has proposed nine nominees. I declare that the nominations be closed. I now ask Terry Campbell to make the motion for the election of the nine nominees just announced. I move that the nine nominees just announced be elected to the board for the ensuing year. Thank you, Terry. Is there any discussion on the motion? If you wish to comment on the motion, please do so by clicking the Q&A icon and typing your comment. I'll pause now to allow attendees to submit comments, if any. As there are no comments, we will now vote on the election of directors as amended. Please enter your votes regarding directors now. If you have not already done so, click the vote icon to submit your vote online. We will tabulate your votes as we progress through each matter to be voted on. We will announce the results of all votes immediately after we close the polls at the end of our agenda. The next item to be voted on is the appointment of the corporation's auditor. The corporation's current auditor is KPMG LLP. Management proposes to reappoint KPMG LLP as the auditor of the corporation and to authorize the directors to fix the remuneration payable to the auditors. I now ask Terry Campbell to move that KPMG LLP be reappointed as the auditor of the corporation until the next annual general meeting, and the directors of the corporation be authorized to fix the auditor's remuneration. I so move. Thank you, Terry. Is there any discussion on this motion? Again, if you wish to comment on the motion, please do so by clicking the Q&A icon and typing your question. I'll pause now to allow any attendees to submit comments. As there were no comments, we will now vote on the motion to reappoint KPMG LLP as auditor of the corporation until the next annual general meeting and to authorize the directors to fix the remuneration payable to the auditors. If you have not yet cast a ballot on this matter and wish to do so, please make your selection and click on the vote icon to submit your vote online. The final item of business to consider is the non-binding say on pay advisory resolution on the corporation's approach to executive compensation. This approach is set out starting on page 24 of the circular that accompanied the notice of this meeting, along with the full text of the say on pay advisory resolution. This vote is advisory only and non-binding in the corporation and the Board. However, the Board will consider the outcome of the vote as part of its ongoing review of executive compensation. I now ask Terry Campbell to move that the say on pay advisory resolution be passed as a resolution of the corporation. I so move. Thank you, Terry. Is there any discussion on this motion? Again, if you wish to comment on the motion, please do so by clicking the Q&A icon and typing your comment. I'll pause now to allow attendees to submit comments, if any. As there are no comments, we will now vote on adopting the say on pay advisory resolution. Please enter your votes regarding the say on pay advisory resolution, if you have not already done so, by clicking the Cast Your Vote icon and following the prompts in order to submit your vote online. This completes the matters to be voted on at this meeting. The polls will close in one minute. If you've not yet voted on a matter, please do so immediately. While we are waiting for the polls to close, let me advise you that immediately after they close, our scrutineer will provide Terry Campbell and I with a preliminary tabulation of the results on each matter voted on based on proxies received in advance of this meeting and votes cast at this meeting. I will announce those results presently. Full ballot results for each item submitted to a shareholder vote at this meeting will be announced by way of a press release and will be posted on the corporation's SEDAR profile following this meeting. The polls are now closed, and the chairman and I have received the scrutineer's preliminary report. The preliminary results are as follows. With respect to the election of directors, for each of the nominees has received a sufficient number of for votes to be elected to the board until the next annual general meeting, and that for each nominee, the number of withheld votes is less than the number of for votes. With respect to the appointment of the corporation's auditor, a majority of the securities voting on this motion voted for reappointing KPMG LLP as auditor of the corporation until the next annual general meeting and for authorizing the directors to fix the remuneration payable to the auditors. With respect to the say on pay advisory resolution on the corporation's approach to executive compensation, a majority of the securities voting on this motion voted for adopting the say on pay advisory resolution. Thank you, Ryan. I declare that each of the motions submitted to a vote of the shareholders at this meeting has been approved. We have now completed the formal business for which this meeting has been called. I now ask if anyone has any other business they would like to bring before the meeting. If you wish to bring any other motion before the meeting, please do so by clicking the Q&A icon and typing your question. I will pause now to allow any attendees to submit comments. As there is no other business before this meeting, and unless there is any objection from those in attendance at this meeting, I shall now declare the meeting terminated. There being no objection, I now declare this meeting terminated. I'll hand the proceedings to Barry Engle for his closing remarks. Thank you. Terry and Ryan, before we end this meeting, on behalf of the board, I would like to thank you for attending the meeting and for your support of the corporation. As we have received no questions during the meeting, this concludes today's session. This concludes the meeting. You may now disconnect.
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