Dentalcorp Holdings Ltd. (DNTL) Earnings Call Transcript

Welcome to the Annual General and Special Meeting of Shareholders of dentalcorp Holdings Ltd. Please note the meeting is being recorded. I would like to introduce Graham Rosenberg, Chief Executive Officer of the company and Chairman of the Board of Directors. Mr. Rosenberg, please go ahead.

Thank you, and good morning, ladies and gentlemen. We would like to welcome you to dentalcorp's Annual General and Special Meeting. My name is Graham Rosenberg, and I am the Chief Executive Officer of the company and Chairman of the Board of Directors. In order to permit shareholders and duly appointed proxyholders to have an equal opportunity to participate, vote and submit questions at the meeting regardless of their geographic location, the meeting is being held as a virtual meeting. On behalf of the Board, we hope that hosting a virtual meeting enables greater participation by our shareholders by allowing shareholders that might not otherwise be able to travel to a physical meeting to attend online. As with any technology, unexpected glitches may occur with this meeting and potentially to my or your Internet connections. But our service providers for this platform are very experienced in running this type of meeting and will do their best to assist with any technology-related issues. Given the virtual format of today's meeting and in order for us to expediently undertake the business to be conducted at this meeting, we would request that shareholders or duly appointed proxyholders who have specific questions on formal items of business to submit their questions via the Ask a Question icon together with your e-mail address as early as possible during the meeting in order to give us time to receive them. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Questions that are similar in nature or repetitive may be grouped together and addressed in a single response at the appropriate time during the meeting. If you have any questions not specifically related to any item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that such questions are addressed at the conclusion of the meeting. We will do our best to answer all such shareholder questions, but if for any reason, we are unable to do so, we will endeavor to follow up with you after the meeting. I would also like to provide the caution that to the extent we make forward-looking remarks and statements about our business or prospects in the course of today's meeting, any such statements are based on management's beliefs and opinions and are subject to risks and uncertainty that may cause actual results to vary. I would direct you to the detailed discussion of risk factors set out in our annual information form for the financial year ended December 31, 2024. We have 6 matters of formal business to discuss today: the first, our presentation of our 2024 financial statements; second, the election of directors; third, the reappointment of the company's auditors for the coming year and authorization of the directors of the company to take such auditor's remuneration; number four, the approval of certain amendments to the company's equity incentive plan; number five, the approval of certain amendments to the company's legacy option plan; and finally, number six, the approval of certain amendments to the company's deferred share unit plan. As mentioned, once the formal business of the meeting has been completed, there will be an opportunity to ask questions. While the practice generally adopted at shareholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In accordance with the articles of the company and in light of the current context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting, and I shall move all motions. The meeting is now called to order. In accordance with the company's articles, I will preside as Chair of this meeting; and Jeremy Goldlist, Chief of Staff and Corporate Secretary of the company, will act as Secretary of this meeting. In the unlikely event that a technical disruption prevents me from continuing to act as Chair of the meeting, Mr. Nate Tchaplia, company's President and Chief Financial Officer, will serve as Chair of the meeting. I thereby also appoint TSX Trust Company, through its representative, Rebecca Prentice, to act as scrutineer for the meeting. The Secretary has advised me that the notice calling this meeting, together with the form of proxy and management information circular and the annual financial statements and related MD&A for the financial year ended December 31, 2024, and the auditor's report thereon have been properly sent to each director of the company, the auditors of the company and each intermediary and registered holder of voting shares of the company of record on April 11, 2025, being the record date for the purpose of determining which shareholders are entitled to receive the notice and vote at this meeting in accordance with the notice-and-access delivery procedures as provided under Canadian securities laws. Additional copies of these materials are also available online on the company's SEDAR+ profile. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with his preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting received by the TSX Trust Company and the scrutineer's complete report on the attendance be annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxyholder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have done already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen by clicking the voting icon. To submit a vote, please click the voting -- click on the voting choice displayed on your screen. Once discussion has been concluded on all items of business, we will provide a few additional moments for you to enter your votes. I will then declare voting closed on all matters of business. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the company's consolidated financial statements and the auditor's report thereon. We will dispense with the reading of the auditor's report. 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. As previously noted, there will be a question-and-answer session after the formal business of the meeting is completed, and management will be able to answer -- or will be available, my apologies, to answer any of those questions. The next item of business is the election of directors. The number of directors to be elected at this meeting has been set by the company's Board of Directors at 8. The circular for this meeting sets out the details of the 8 individuals nominated for election to the Board. Pursuant to the circular, the following 8 individuals are the nominees for election to serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the company. They are Graham Rosenberg, Jeffrey Rosenthal, Kelly Marshall, Kevin Mosher, Stacey Mowbray, Rajan Shah, Andrew Taub and Robert Wolf. Sandra Bosela has advised the Board that she will not be attending -- standing for reelection at the meeting. We would like to recognize and thank Sandra for her commitment and contributions to the company over the last 11 years, and we would like to recognize that Kelly Marshall has been nominated for election to the Board for the first time at this meeting. As the company did not previously receive timely notice of any further nominations of persons for election as directors of the company, as required by the advanced notice provisions of the company's articles, I declare the nominations closed. Mr. Goldlist, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.

Thank you. We will now conduct a vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options by clicking the voting icon. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it's not necessary to vote again on this ballot. We will now proceed with the reappointment of the company's auditors. I move that Ernst & Young LLP, chartered professional accountants, chartered accountants, licensed public accountants, be reappointed as auditors of the company until the close of the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors be authorized to fix the auditor's remuneration. Mr. Goldlist, can you please advise whether questions have been received on this matter from the participants of the meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.

Thank you. We will now conduct a vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxyholders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it is not necessary to vote again on this ballot. The next item of business is the approval of certain amendments to the company's equity incentive plan. The Board has approved, on the recommendation of the company's Corporate Governance, Nominating and Compensation Committee, and subject to shareholder approval at the meeting, amendments to the company's equity incentive plan. They are to increase the overall maximum number of subordinate voting shares issuable under the equity incentive plan together with all other security-based compensation arrangements of the company from 16,637,195 to 24,363,712; number two, to allow for the surrender of options in exchange for subordinate voting shares with an equal value to the in-the-money value under the options; and number three, to provide for the issuance of subordinate voting shares under an RRSP matching program. The circular for this meeting sets out the details about the amendments to the equity incentive plan. I move that the resolution regarding amendments to the company's equity incentive plan as outlined in the circular for this meeting be approved. Mr. Goldlist, can you please advise whether any questions have been received on this matter from the participants in this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.

Thank you. We will now conduct a vote by way of online ballot. As previously noted, registered shareholders or their duly pointed proxyholders can vote by online ballot by selecting the applicable voting options by clicking the voting icon. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it's not necessary to vote again on this ballot. The next item of business is the approval of certain amendments to the company's legacy option plan. The Board has approved, on the recommendation of the company's Corporate Governance, Nominating and Compensation Committee, and subject to shareholder approval at the meeting, an amendment to the company's legacy option plan to allow the surrender of options in exchange for subordinate voting shares with an equal value to in-the-money value under the options. The circular for this meeting sets out details about the amendments to the legacy option plan. I move that the resolution regarding the amendments of the company's legacy option plan as outlined in the circular for this meeting be approved. Mr. Goldlist, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Mr. Chair, I will pause for a moment to allow for questions to be submitted. Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.