Good afternoon, Recipe shareholders, and welcome to our annual and special shareholders meeting. We are once again using an online format. We appreciate your patience as we navigate this virtual meeting. I am Paul Rivett, chair of Recipe, and with your consent, I will also act as chair of this meeting. Please note that only registered shareholders as of April 4th, 2022, or their duly appointed proxy holders are permitted to vote at this meeting. Following the formal portion of this meeting, time permitting, members of management and myself will be available to take a few questions. Shareholders who wish to ask a question may do so using instant messaging through the virtual interface. Please note that there will be a slight delay as we receive the messages. Before we begin, I will set out a few simple rules for the meeting. First, questions can only be submitted by a registered shareholder or duly appointed proxy holder and will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Second, when asking a question, please indicate your name, which entity you represent, if any, and confirm you are a registered shareholder or duly appointed proxy holder. Third, for the purpose of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all items. When you are asked to vote, you will receive a message through the virtual interface asking you to register your votes. You will only have a certain amount of time to do so. After you have registered your votes for all of today's business items, scrutineers will compile the votes in respect of each item. All of that said, we will now proceed with the formal portion of today's meeting. I formally call to order the annual and special meeting of shareholders of Recipe Unlimited Corporation. With your consent, I ask David Smyl, Recipe's General Counsel and Vice President, Legal, to act as Secretary of the meeting, and Shirley Tom and Louis Walterbury of Computershare Trust Company of Canada to act as scrutineers. I can report that as a result of reviewing an affidavit of mailing and a preliminary report of scrutineers, I am satisfied that notice of this meeting has been duly given, that a quorum is present, and that this meeting is therefore properly called and constituted. I can also report that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management here today will be able to determine the outcome of all motions that will go to a vote today. Unless there is an objection, we will dispense with the reading of the notice. I will move quickly through the formal business. To that end, as is available on SEDAR and as was mailed to shareholders in advance, I table before the meeting of the corporation's financial statements for its fiscal year ended December 26th, 2021, and the report of our auditors, KPMG, on the 2021 financial statements. Any questions with respect to the financial statements will be entertained in the general question period. Our first item of business today is a special resolution to approve amendments to Recipe's articles and bylaws to fix the size of Recipe's board. As we announced on April 29th, in order to focus on the upcoming provincial election, Mark Saunders resigned from our board and withdrew his name as a nominee for director at this meeting. We thank Mark for his contribution to Recipe and wish him well on behalf of the board in all of his future endeavors. As a result of Mark's resignation, there remain only seven nominees proposed for election at this meeting. However, Recipe's articles and bylaws currently state the board shall have a minimum of eight and a maximum of nine directors. As such, management is tabling a special resolution at this meeting to amend Recipe's articles and bylaws to provide for a minimum of three and a maximum of 10 directors, to set the current number of directors at seven, and to authorize the board to determine from time to time, in their sole discretion, the number of directors of the corporation and the number of directors to be elected at the annual and special meeting of Recipe shareholders, provided there are at least three and no more than 10 directors. The full text of this resolution is set out in the amended and restated circular filed on SEDAR on April 29th, 2022. In order for this special resolution to pass, it must be approved by the affirmative vote of not less than two-thirds of the votes cast in respect thereof by Recipe shareholders present today, in person, or represented by proxy. I move that the resolution to amend the corporation's articles and bylaws to provide that the board of directors have a minimum of three and a maximum of 10 directors, to set the current number of directors at seven, and to authorize the board to determine from time to time, in their sole discretion, the number of directors of the company and the number of directors to be elected at annual and special meetings of the company shareholders, provided there are at least three and no more than 10 directors to be approved. I second the motion. Thanks, Sean. Thanks, David. The motion is now on the floor. As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot once all motions have been tabled, at which time you will be prompted to vote on the articles amendment resolution. Unless there are any questions or discussions, I will move to the next item of business. I will now move to the election of directors. Seven directors stand for election at today's meeting. All seven of management's recommended nominees qualify as a director under the provisions of the Business Corporations Act (Ontario), and have consented to stand for election to the board, including one new director, our CEO, Frank Hennessey. I now invite nominations for directors. I nominate the following individuals as directors of the corporation for the ensuing year. Paul Rivett, Stephen Gunn, Christopher Hodgson, Sean Regan, Christy Clark, Kim Baird, and Frank Hennessey. I second each of these nominations. Thank you, Sean and David. Both of these constating documents require that nominations of directors by shareholders be received at least 30 days in advance of the meeting in order to be valid. As no nominations were received prior to the deadline, the nominations are closed. You will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussion, I will move to the next item of business, which is the appointment of the company's auditor. I now invite a resolution regarding the appointment of auditors. I move that KPMG LLP be reappointed as auditors of the corporation, to hold office until the next annual meeting, and that the directors be authorized to fix the auditors' remuneration for the 2022 fiscal year. I second the motion. Thank you, Sean. Thank you, David. The motion is now on the floor. You will be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. The next item of business for the shareholders to consider, and, if deemed appropriate, approve, is an ordinary resolution ratifying and confirming the grant of options to certain officers of the corporation on June 30th. Of voting shares cast at today's meeting, excluding any voting shares held by the officers to whom the option is granting. I move that the resolution approving the prior option grant be approved. I second the motion. Thank you. The motion is now on the floor, and you will be prompted to vote on the resolution approving the prior option grant after the presentation of all business items for this meeting. Unless there are any questions, I will move on to the next item of business. The final item of business for the shareholders to consider, and if deemed appropriate, approve, is an ordinary resolution approving the ratification and adoption of the corporation's omnibus long-term incentive plan. The board believes that this updated incentive plan is required in order to allow for a variety of equity-based awards that provide different types of incentives, including stock options, restricted share units, and performance share units, be granted to the corporation's officers, employees, and consultants under a single equity plan. A detailed description of the omnibus long-term incentive plan is set out in the management information circular, and a copy of the resolution is set out in the Appendix C of the management information circular. This ordinary resolution must be approved by the affirmative vote of the majority of the voting shares cast at today's meeting. I move that the resolution approving the corporation's omnibus long-term incentive plan be approved. I second the motion. Thank you. The motion is now on the floor. Unless there are any questions, I will move on to the voting on today's business items. We will now proceed with voting on today's business items by way of a single electronic ballot, being the approval of a special resolution to amend the corporation's articles and bylaws, the election of Directors to sit on the Board of Directors of the corporation, the appointment of the auditors of the corporation, the approval of the resolution ratifying and confirming the grant of options to certain officers of the corporation, and the approval of the resolution approving the ratification and adoption of the corporation's omnibus long-term incentive plan. You will now be prompted to register your vote in respect of each business item. Please register your votes by accessing the voting page when prompted and pressing on the for or withhold next to the name of each proposed director, or for or against buttons next to each proposed resolution. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. Wait a few minutes for completion of the electronic ballots, and then move on to the next business item. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once voting is completed, I would ask the scrutineers compile the report regarding the results of voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. Thank you for waiting. I have received the scrutineer's report to confirm that all resolutions voted upon at the meeting have been approved. I direct the results of the poll for the election of the directors to be included in the minutes of this meeting, announced in a press release in accordance with the policies of the TSX and filed on SEDAR. I propose to terminate this meeting now. Following the conclusion of the formal portion of the meeting, our Chief Executive Officer, Frank Hennessey, will provide a brief business update, and then we'll answer your questions. As there is no further business to come before the meeting, I will entertain a motion for termination. I move that this meeting be terminated. I second the motion. Thank you. Unless there are any objections, the formal items of business having now been dealt with, I declare the formal part of the meeting to be concluded. With the formal portion of the meeting concluded, I will let Frank provide his comments on fiscal 2021 and thoughts for the future. Thank you, Paul. Good afternoon, everyone. I hope everyone had a pleasant Mother's Day weekend. This was our first Mother's Day weekend since 2019 with our restaurants fully open. As we expected, the demand was exceptional, and our teams were happy to welcome families and friends back to our restaurants. When the crisis began over two years ago, we established five priorities. The first priority was the health and safety of our guests and our teammates. We established Social Safely, which was our unique program specifically designed to heighten both sanitation and awareness inside of our restaurants. We were the first retailer in Canada to implement COVID testing for all of our staff to ensure their safety and those of our guests. In 2021, our teammates completed over 350,000 rapid tests. Our second priority was to support our franchisees. In Q1 of 2022, we continued this support through our Recipe Rent Certainty Program. Throughout this pandemic, Recipe has provided over CAD 40 million in direct financial support to our partners, as well as various other additional assistance to help them navigate the various government assistance programs. Our third priority was to leverage our omni-channel business model through our hospitality-first tech stack. Due to Recipe utilizing our own in-house developers, we were able to rapidly adapt systems and processes to optimize guest experiences for our customers while allowing our partners to improve their operating controls. Our fourth priority was to maintain strong financial health for Recipe. Thanks to the efforts from all of our team members, who wisely implemented cost controls and maintained discipline, Recipe finished the fiscal 2021 year with debt lower than it was prior to the pandemic. It is a strong balance sheet that will now help us to propel to achieve our final priority, which is a return to growth. This year, we have plans for 30 new restaurants and renovations of an additional 40 more. We have new product expansions for our growing retail business. We will continue to invest in our technology to continually optimize the experience for our guests and our operating partners. We will continue to optimize our portfolio to ensure that we have the right set of complementary brands to accelerate growth. Our initiatives towards our CSR goals focused on people, food, and planet continues. In 2021, we issued our inaugural report that outlined specific targets. We will be issuing our next report this summer to update our progress. One key highlight where significant improvement has come is the reduction of plastics, particularly at Swiss Chalet, with its change to paper for its takeout and delivery business. This change has been overwhelmingly received as positive from our guests, and Swiss Chalet was recognized by receiving the PAC Global Award for Sustainable Design. Today, as we emerge from our fourth shutdown due to the pandemic, we are filled with optimism for our future. Managing through the past two years would not have been possible without the dedication and hard work of our executive management team. I also want to thank our chairman, Paul Rivett, and our entire board for their support of management. I too would like to wish Mark Saunders the best for his future endeavors, and to thank him for his time with Recipe. I also want to thank and congratulate David Aisenstat as he steps down from the CEO role of The Keg next month, 25 years after taking the mantle. David has had an extraordinary career, and while he will continue on as chair of The Keg advisory board, we want to wish him all success for the future. Finally, I want to thank our operating partners and all of the teammates of Recipe for their extraordinary efforts and contributions in a difficult operating environment. We are honored to be named Company of the Year by Foodservice and Hospitality, and also named as a top 50 place to work in Canada. We are very excited for our future. Thank you. Thank you very much, Frank. At this point, I want to take the opportunity to thank Frank, Ken, and David, Matt, Mark, and the entire Recipe team for their tremendous effort, as Frank said, and perseverance during this very difficult and unprecedented time. I would also like to thank Frank for agreeing to join the board of directors, as well as thanking all of our franchisees, associates, and employees, who continue the essential work of feeding families across this great country of ours. Lastly, I would also like to thank David Aisenstat, a wonderful friend of Recipe, who not only brought his great business, The Keg, to Recipe, but also joined us on this board of directors. Thank you, David, for your leadership over the years and dedication to The Keg and your friendship to Recipe. We are now happy to answer a few questions from registered shareholders or duly appointed proxy holders. Each question will be summarized before we proceed to the answers. We will now give attendees a moment to type in their questions. There being no questions, I'd like to conclude the question and answer portion of this meeting. Again, on behalf of management and our entire board of directors, I would like to take this opportunity to thank you, our shareholders, for your commitment and continued support of this great company. Goodbye for now. Enjoy the summer. Thank you very much.
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