GFL Environmental Inc. (GFL) Earnings Call Transcript

Good morning, and welcome to the Annual and Special Meeting of Shareholders of GFL Environmental Inc. My name is Patrick Dovigi, and as Founder, CEO and Chairman of the Board of Directors of GFL, I will chair today's meeting. On behalf of our management and directors, I'd like to welcome you to the meeting. The other representatives of GFL, who are present at the meeting are: Luke Pelosi, our Executive Vice President and Chief Financial Officer; Mindy Gilbert, our Executive Vice President and Chief Legal Officer; Greg Yorston, our Executive Vice President and Chief Operating Officer; Joy Grahek, our Executive Vice President of Strategic Initiatives. Most of our directors are also joining with us virtually today. In terms of our agenda, I will call this meeting to order shortly and will address some preliminary matters. After that, the formal items of business will be moved and voted on and the results will be announced at the end of the meeting. Only registered shareholders or their duly appointed proxy holders can vote at this meeting. However, all meeting participants can ask questions by following the instructions on the meeting website. After the formal part of the meeting, we will hold a Q&A session where Luke and I will be available to take your questions. I will now call to order the Annual and Special Meeting of GFL shareholders. With the consent of the meeting, I appoint Mindy Gilbert to act as secretary and moderator of the meeting. Before the formal portion of the committing begins, Mindy will provide some information on how the meeting will operate.

Thank you, Patrick. Voting on all matters at the meeting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders can vote on each item using the electronic ballot feature available on your screen. The electronic ballot will be open for all resolutions at the same time. This will allow you to vote on each resolution immediately or throughout the meeting. . If you have already voted by proxy, you do not need to vote again during the meeting as your vote has been recorded and will be counted by the scrutineer. Registered shareholders and duly appointed proxy holders who have already submitted a valid proxy and want to vote again by electronic ballot at the meeting will be revoking any previously submitted proxies, and only the electronic ballot submitted today at the meeting will be counted. At the end of the formal part of the meeting, we will have a Q&A session. Questions can be submitted using Lumi's instant messaging service. When asking a question, please indicate your name; which entity you represent, if any; and confirm if you are a registered shareholder, a duly appointed proxy holder, a beneficial shareholder or a guest. Questions will only be addressed at the end of the formal part of the meeting, except for questions regarding procedural matters or directly related to the motions before the meeting, which may be addressed during the meeting. During the Q&A period, we will answer questions that are relevant to GFL and the meeting matters. Questions should be succinct and cover a single topic. We will do our best to answer all relevant questions, but we will not answer any questions that relate to material nonpublic information or that are not otherwise appropriate. If we encounter any technical difficulties, please remain logged on, and we will resume as soon as possible. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR and EDGAR. A number of factors and assumptions were applied in the formulation of these statements and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to our public filings, including our most recently filed annual report on Form 40-F. I will now turn it over to Patrick to proceed with the formal portion of today's meeting.

Thank you, Mindy. With the consent of the meeting, I appoint Computershare Investor Services, Inc, through its representative, to act as scrutineer. The scrutineer will report on the number of the subordinated voting shares, multiple voting shares, Series A convertible preferred shares and Series B convertible preferred shares represented directly and by proxy at the meeting. The scrutineer will also tabulate the votes and report the results at the end of the meeting. The purpose of today's meeting is set out in detail in our management information circular dated April 5, 2023. The notice calling this meeting, the form of proxy and the management information circular are provided to the shareholder [ pursuant ] to the notice and access provisions of National Instruments 54-101 and have been filed on SEDAR and EDGAR. The materials are also available on GFL's website. Unless there's any objection, I will dispense with the reading of the notice of the meeting. I ask that copies of the notice, circular and the affidavit providing the -- the dual mailing of the notice, access notification, be kept by the secretary with the records of the meeting. The scrutineers' report indicates that at least 2 shareholders holding in the aggregate of more than 25% of the voting rights attached to the shares entitled to the vote at the meeting are present and represented by proxy. This meets the quorum requirements in our bylaws, so we are permitted to proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting. Voting is being conducted by a single electronic ballot. Voting will be closed approximately 1 minute after the conclusion of the formal business of the meeting. If you are a registered shareholder or duly appointed proxy holder, the online ballot will now be available on your screen. To expedite the meeting, I will propose and second all motions, but this is not meant to limit any questions with respect to the motions. The first item of business is the presentation of our audited annual financial statements for the fiscal year ended December 31, 2022, as well as the auditor's report thereon. These were made available on February 23, 2023, on SEDAR and EDGAR as well as our website. Unless there is any objections, I will dispense with the reading of the auditor's report. On April 27, we released our earnings for the quarter -- first quarter of 2023. A recording of our April 28 quarterly webcast is available on our website. I will not repeat the contents of that webcast, but I will say that I'm extremely proud of the hard work and commitment of our over 20,000 employees, as well as yet, we had another exceptional start to the year. We will now move to the next item on today's agenda, which is the election of directors. As outlined in the circular, the following 10 directors have been nominated to hold office until the close of the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed. All of the nominees are currently serving as directors of GFL. They are: Myself, Dino Chiesa, Vi Konkle, Sandra Levy, Jessica McDonald, Arun Nayar, Paolo Notarnicola, Ven Poole, Blake Sumler and Raymond Svider. The circular contains information on each of these 10 nominees, 9 of whom are considered independent under Canadian and U.S. securities laws and the rules of the New York Stock Exchange. I declare the nominations for directors to be closed. As described in our circular, we have adopted a majority of the voting policy under which any director nominee who receives more votes withheld than 4 must tender his or her resignation to me following the meeting. The resignation will be accepted by the Board of Directors unless it is determined in consultation with our nomination, governance and compensation committee that there are exceptional circumstances that should delay the acceptance of resignation, rejecting it. I move and second the motion to nominate the directors as set forth in the circular. The next item of business is the appointment of our auditor. I move and second that KPMG LLP be reappointed as the auditor of GFL for the ensuing year or until its successor is appointed and that the Board be authorized to fix KPMG's remuneration for the ensuing year. The next item of business is the approval of the resolution to renew GFL omnibus long-term incentive plan, including the approval of the unallocated options, rights or other entitlements issuable under the LTIP and to allow GFL to continue granting options, rights or other entitlements under the LTIP for the next 3 years. The text of the resolution is set out on Page 25 of the circular. The LTIP was initially adopted at the closing of our initial public offering on March 5, 2020. Our Board of Directors has unanimously approved, subject to regulatory and shareholder, approval renewal of the LTIP and unallocated options, rights and other entitlements issuable under the LTIP. I move and second a motion to renew the LTIP and approve all unallocated securities issuable under the LTIP as set forth in the resolution in the circular. The next item of business is the approval of the resolution to renew GFL's nonexecutive director deferred share unit plan, including the approval of all unallocated deferred share units issuable under the DSU plan; the ratification of deferred share units granted during the period between March 5, 2023, and today's meeting; and to allow GFL to continue granting deferred share units under the DSU plan for the next 3 years. The text of the resolution is set out on Page 26 of the circular. The DSU plan was initially adopted at the closing of our initial public offering, and on March 5, 2020, is available to our nonemployee directors. Our Board of Directors unanimously approved. And subject to regulatory and shareholder approval, renewal of the DSU plan and all unallocated deferred share units issuable under the DSU plan and the ratification of the deferred share units granted during the period between March 5, 2023, and today's meeting. I move and second a motion to renew the DSU plan, approve all unallocated share units issuable under the DSU plan and ratify all deferred share units granted during the period between March 5, 2023, and today's meeting, as set out in the resolution in the circular. We will now move on to the final item of business, which is the consideration of the advisory nonbinding resolution of the company's approach to executive compensation, also referred to as say on pay resolution. I move and second at the say on pay advisory resolution as set forth in the circular be approved. I will now respond to any procedural questions raised by any shareholders about the motions we have just presented. Please type into the instant messaging window, any procedural questions you may have.

Patrick, there are no procedural questions that have been raised by any shareholder.

There are no procedural questions that have been raised by any shareholders. Thank you. For those who have not voted on the resolutions, please do so now. After 1 minute, the voting page will disappear and your electronic ballot will automatically be submitted. We will start the timer now, and the ballots will close on all resolutions in 1 minute. [Voting]