Bird Construction Inc. (BDT) Earnings Call Transcript

Hello, and welcome to the Annual Meeting of Shareholders, stockholders of Bird Construction Inc. 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 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 corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, we will have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Vincent Dore, Corporate Secretary. The floor is yours.

Good afternoon, and thank you for joining us today. My name is Vincent Dore, and I'm Senior Counsel and Corporate Secretary of Bird Construction Inc. We thank you for attending the meeting. I would like to note that Bird is permitted to hold a virtual meeting of its shareholders under the Ontario Business Corporations Act and under our bylaws. Before we begin, I would like to provide a quick overview of the Computershare virtual meeting platform. You should now see 4 tabs at the top right-hand side of your screen, broadcast, vote, Q&A and documents. Click on these tabs to access different parts of the platform. For example, if you click on the documents tab, you will see the agenda for the meeting. To ask a question at any time, click on the Q&A tab. To vote, click on the vote tab. During today's meeting, officers and directors of the company may make statements which constitute forward-looking information for the purposes of applicable securities laws. Forward-looking information is not an assurance of future performance and is subject to risk and uncertainty. The actual results, performance or achievements of the company and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking information. The officers and directors have applied certain assumptions and factors in making forward-looking statements. Shareholders should consult the more detailed discussion of assumptions and risk factors relating to the company and its business and the company's most recent annual information form and management discussion and analysis. Forward-looking information is based on the officers and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking information. The company does not undertake to update or supplement any forward-looking information unless required to do so by applicable law. Thank you. And I will now turn it over to our Board Chair, Mr. Paul Raboud.

Good afternoon. I would like to welcome all of our virtual attendees to this year's Annual Meeting of Shareholders. I'm pleased you could all join us today. I am Paul Raboud, Chair of the Board of Directors of Bird Construction. I've been fortunate to be associated with Bird for 40 years, and this is the end of my third year of chairing the board. I have had the pleasure of being part of a great success story, leading up to where we are today. Before we begin, I would like to acknowledge the long service of 2 Board members that are not standing for reelection this year, starting with Arni Thorsteinson. Arni has been a member of the Bird Board for 34 years, and he has been part of the tremendous transformation of Bird Construction over that period. When he joined the Board in 1990, Bird was exclusively a commercial contractor and our annual volume was just over $100 million per year. With his broad business experience and keen financial acumen, Arni played a pivotal role in expanding our horizons, diversifying our portfolio of services and guiding us through strategic acquisitions and capital markets ventures. He has been a loyal advocate and has worked diligently to promote the services of the company. Beyond his contributions to Bird Construction, Arni's impact extends far and wide. His philanthropic endeavors alongside his wife Susan Glass, have touched countless lives across Canada, leaving a legacy of generosity and compassion. His leadership in cultural and volunteer organizations underscores its commitment to making a difference in the world. Arni's boundless energy and unflappable demeanor have earned in admiration and respect from colleagues. Despite his numerous achievements, he remains humble and approachable, embodying the values define Bird Construction's culture. Thank you, Arni, for your dedication, wisdom and friendship, your legacy will continue to inspire us for years to come. I would also like to thank Ms. Bonnie DuPont, who retired from the Board earlier this year. Bonnie has faithfully served as a Director of Bird Construction for over 13 years and provided outstanding leadership to our HRG committee. She expertly led the development of the executive incentive plan, marking the first major compensation change in 2 decades. More recently, Bonnie took the lead in overhauling the Board committee structure and was responsible for recruiting much of the current Board, just to name a few of our achievements. Bonnie is a leader and pioneer in every aspect of her work in board career as well as our community service, she has been a trailblazer. She was the first one superintendent and manager at Saskatchewan Power early in her career. I estimate that during her career, Bonnie was the first female executive of Board member for at least 15 organizations, including Bird Construction. Her commitment to promoting diversity and inclusion, both through our own example and our dedicated efforts has left an indelible mark on Canadian business. Beyond her professional achievements, Bonnie is a person of exceptional generosity and deep moral conviction. She has made substantial contributions to a wide array of cultural, social, industry and educational boards. Bonnie has been an exceptional mentor for me as Chair. Her wealth of Board and corporate experience has been invaluable. Bonnie's dedication and discipline are evident and her tireless work ethic and impeccable preparation. On behalf of all the directors and the executive leadership team, I'd like to extend our heartfelt gratitude to Bonnie for her outstanding contributions to Bird Construction over the past 13 years. Let's now begin the official part of the meeting. I would like to call the meeting to order, and I will preside as Chair. We have the following matters of business to conduct today, the presentation of the 2023 financial statements, the election of 10 directors, the reappointment of KPMG as the company's auditors and any other business that may properly come before this meeting. Shareholders and proxy holders may submit questions to the Board or management using the Q&A icon on the virtual meeting page. The moderator will relay any questions regarding the formal business of the meeting as we progress through the meeting. Any questions that are not related to the formal business of the meeting will be addressed after the formal business of the meeting has concluded. In order to expedite the formal part of the meeting, certain individuals have been asked to move the formal proposals at the appropriate times. This will allow more time for your questions and comments. Joining me this afternoon are the other director nominees as well as Teri McKibbon, President and CEO of the company; and members of the senior leadership team of Bird. Mr. Vincent Dore, Senior Counsel and Corporate Secretary of the company has agreed to serve as Secretary of the meeting and record the proceedings. With the consent of the meeting, I shall ask Kyle Gould of Computershare Trust Company to act as scrutineer of the meeting. The notice calling this meeting of shareholders was published in The Globe and Mail on February 26, 2024, and filed on SEDAR on February 15, 2024. The notice was mailed on April 5, 2024, to all the shareholders of record on the record date of March 15, 2024. I have been provided with confirmation from Computershare Trust Company of Canada, transfer agent of the company, attesting to the due delivery of the notice, form of proxy, voting instruction form and Management Information Circular. The 2023 annual report was included in the mailing only to those who opted to receive one. I direct that a copy of the notice, together with proof of service, be filed by the Secretary with the records of this meeting. The scrutineer's report confirms that a quorum is present at the meeting. I would ask the Secretary to read the report.

There are 28,864,967 shares of the company represented today in person or by proxy. This represents 53.56% of the total shares outstanding and constitutes a quorum for the meeting.

I now confirm that the meeting is regularly called and properly constituted for the transaction of business. I also direct that a copy of the scrutineer's report on attendance be attached to the minutes of the meeting. I will now turn it over to the Secretary to explain the voting process for this meeting.

Thank you, Mr. Chair. We have received all proxy voting results for today's resolutions in advance of the meeting. Anyone in attendance today who has not yet voted and is not signed in as a guest will have an opportunity to vote online in real time using the Computershare platform. Rather than hold up the business of the meeting for the final tabulation of votes cast on each motion, the Chair will declare interim results received from the scrutineer in advance of the meeting on each of the motions presented. The chair has directed that the final combined results of the advanced poll and the votes entered through the virtual platform on all motions today be included with the minutes of the meeting. These results will also be available in the report on voting results posted on SEDAR+ following the meeting. The polls are now open. Shareholders and duly appointed proxy holders, please click on the Vote tab to see the various items of business for today's meeting. You will have from now until the conclusion of the meeting to cast your votes on each of these items. I now turn the meeting over to you, Mr. Chair.

The first item of business is to receive the consolidated financial statements of Bird Construction Inc. for the year ended December 31, 2023, and the auditors report thereon. The 2023 annual report was mailed to each registered shareholder who opted to receive a copy. Printed copies of the annual report may be requested by contacting the company. Included in the annual report are the consolidated financial statements, the auditor's report of KPMG LLP and Management's Discussion and Analysis. The auditors have issued an unqualified report. If there are any questions concerning the financial statements, I would suggest that they'd be raised during the question period. Let's proceed to the scrutineer's report. I have received a preliminary scrutineer's report. According to the report, I declare the motion carried. The next item of business is the election of directors of the company. The management information circular lists the company's director nominees. In accordance with the company's bylaws, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. As no such nominations were received by the company, there are no further nominees eligible to stand for election today. Accordingly, I now declare the nominations closed. A motion to elect 10 directors as described in the management information circular is now in order.

I, Wayne Gingrich, move the election of the following: Mr. J. Richard Bird, Ms. Karyn A. Brooks, Mr. J. Kim Fennell; Ms. Jennifer F. Koury; Mr. Terrance L. McKibbon; Mr. Gary Merasty; Mr. Luc J. Messier, Mr. Steven L. Edwards; Mr. Paul R. Raboud and Ms. [ Sofiya Syed ] as Directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.

I, Vincent Dore, second the motion.

Thank you. Are there any questions on the election of directors? If you've not already done so, you may now vote for the election of directors. [Voting]

There are no questions at this time.

Let's proceed with the scrutineers' report. I received the preliminary scrutineer's report on voting for the election of directors. The report indicates that Mr. J. Richard Bird, Ms. Karyn A. Brooks, Mr. J. Kim Fennell; Ms. Jennifer F. Koury; Mr. Terrance L. McKibbon; Mr. Gary Merasty; Mr. Luc J. Messier, Mr. Steven L. Edwards; Mr. Paul R. Raboud and Ms. [ Sofiya Syed ] have been elected as directors by the shareholders, and that each nominee received more than the majority of the votes cast at today's meeting. These persons will constitute the Board of Directors of the company until the next Annual Meeting of the Shareholders or until successors are elected or appointed. I direct that a copy of the scrutineer's report on voting be annexed to the minutes of this meeting. The next item of business is the appointment of auditors, and I believe Mr. Wayne Gingrich has a resolution in this regard.