Element Fleet Management Corp. (EFN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Element Fleet Management Corp. Please note that today's meeting is being recorded. [Operator Instructions] I would now like to turn the conference over to David Colman. Mr. Colman, the floor is yours.

Thank you very much, and good morning. My name is David Colman. I'm the Executive Vice President, Chief Legal and Sustainability Officer of Element Fleet Management Corp. I would like to briefly read the forward-looking information statement before turning the meeting over to David Denison as Chair of the meeting. In the course of today's meeting, directors or officers of the corporation may, in their remarks or in response to questions, make certain statements which are forward-looking statements and are prospective. Forward-looking statements are neither promises nor guarantees but are subject to risks and uncertainties that may cause the actual results, performance or achievements of the corporation or developments in the corporation's business or its industry to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. A more detailed discussion of risk factors affecting Element's business and industry can be found in the corporation's most recent annual information form and management's discussion and analysis. Forward-looking statements are based on management's beliefs and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward-looking statements. There should be no expectation that these forward-looking statements will be updated or supplemented as a result of changing circumstances or otherwise. And other than those required by applicable laws, the corporation disclaims any obligation to do so. We will now proceed with the formal business of the meeting, and I will turn the meeting over to Element's Chair of the Board, David Denison.

Good morning, everyone, and welcome to the 2024 Annual General Meeting of the Shareholders of Element Fleet Management. I'm David Denison, Chair of the Board. We are holding this meeting in virtual format as we believe it provides easier access to our widespread shareholder base without the time, cost and environmental impact of travel to attend an in-person meeting. All shareholders have the opportunity to participate, submit questions and vote at the meeting. For efficiency, we requested shareholders who have specific comments or questions on a formal item of business make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be addressed prior to voting on the applicable motions. Following the formal business of the meeting, we'll have a question-and-answer session. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time during the meeting, and we'll do our best to ensure that such questions are addressed at the conclusion of the meeting. Shareholders can submit questions by clicking on the message icon, typing in and submitting their questions. We'll do our best to answer all shareholder questions. But if for any reason, we are unable to do so during the meeting, we will follow up with shareholders after the meeting. Before proceeding with the formal business of the meeting, I'd like to take this opportunity to welcome Katie Taylor. As we announced in November, I've decided to retire from the Board and Katie will be taking over as Chair effective at the conclusion of this meeting. I'd also like to thank my fellow directors and the Element leadership team for their contributions to the organization and for making my tenure as Chair a rewarding and memorable experience. I know Katie very well, and I'm confident in her ability to lead the Element Board and work effectively with Laura and the rest of the leadership team. And I'll now invite Katie to say a few words.

Thank you, David. I'm very excited to have the opportunity to serve on the Element Board, and I'm truly honored to be taking on the role of Chair. Element is a strong Canadian-based international company and has achieved great success during your tenure as Chair, David. I joined the Board, as David mentioned, in November. And I have been very impressed by the contribution and dedication of my fellow director and the Element management team, and I am confident that Element will sustain its success into the future.

Thank you, Katie. And I'd also like to take this opportunity to welcome Luis Tellez, who is standing for nomination to the Board at this meeting. Luis has an impressive resume with a career that spans leadership roles in both the private and public sectors in Mexico and will be a strong asset to Element's Board, bringing a unique perspective and deep knowledge of the Mexico market, an important and growing region for Element. Now, let's proceed to the business at hand. We have 4 matters of formal business to conduct today: the presentation of our 2023 financial statements, the election of directors, the reappointment of the corporation's auditors, and consideration of the advisory resolution on the corporation's approach to executive compensation. Once the formal business of the meeting has been completed, I'll turn the meeting over to Element's President and CEO, Laura Dottori-Attanasio, for some closing remarks. There will then be an opportunity to ask questions. So with that, I'll now call the meeting to order. I'll preside as Chair of this meeting, and I'll ask David Colman to act as Secretary of the meeting. And I hereby appoint Computershare Trust Company of Canada to act as scrutineer for the meeting. Computershare is represented by Anup Das and Krish Seno as scrutineers. The secretary has advised me that the requisite materials have been sent to each director of the corporation, the auditors of the corporation, and each intermediary and registered holder of common shares of the corporation as of March 28, 2024, the record date for this meeting. Copies of these materials are also available online on the corporation's SEDAR profile at www.sedarplus.com. I'll dispense with the reading of the notice of meeting. And I can confirm that the scrutineer has provided me with a preliminary report on attendance at this meeting. With over 86% of Element's common shares represented either in person or by proxy, I declare that the requisite quorum of shareholders is present and 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 the meeting received by Computershare and the scrutineers' complete report on attendance be annex-ed to the minutes of the meeting. Further, in order to expedite our proceedings, I've requested that David Colman make the requisite motions during the meeting, and we will dispense with the seconding of motions. Voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or a duly appointed proxy holder, you are using your control number to log into the meeting, you will be provided the opportunity to vote by online ballot. If you've already voted by proxy and you vote again during the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you've 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. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we'll provide a few additional moments to enter your votes. I'll then declare voting closed on all matters of business. The results of the votes on each matter will be announced prior to the close of this meeting. So I now declare the online voting polls open on all items of business. The secretary has the minutes of the last meeting of shareholders of the corporation. We'll dispense with the reading of the minutes of such meeting. The first item of business is the presentation of the corporation's consolidated financial statements as at and for the year-ended December 31, 2023, and the auditor's report thereon. We'll dispense with the reading of the auditor's report. Our next item of business is the election of directors of the corporation. The Board has fixed the number of directors to be elected at 10. Pursuant to our advanced notice bylaw, there have been no director nominations put forward other than the directors nominated on behalf of management as set out in our management information circular. Accordingly, in the interest of expediency, I will ask David Colman to make the nomination.

Mr. Chair, I nominate those persons specified in the management information circular delivered with the notice of meeting, namely Virginia Addicott, Andrew Clarke, Laura Dottori-Attanasio, Keith Graham, Joan Lamm-Tennant, Rubin McDougal, Arielle Meloul-Wechsler, Andrea Rosen, Kathleen Taylor and Luis Tellez, to serve as directors of the corporation and to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the corporation.

As previously noted, since there were no prior nominations under our advanced notice bylaw, I declare the nominations closed. I request a motion that the 10 persons nominated as directors of the corporation be so elected.

I am David Colman and I so move.

Mr. Moderator, can you please advise whether any questions have been received from the participants of this meeting?

There have been no questions.

So in accordance with the corporation's majority voting policy, we will have individual voting for directors to be conducted by way of online ballot. Registered shareholders and duly appointed proxy holders can vote by selecting the applicable voting options. I'll announce results of the vote at the conclusion of the meeting. We'll now move to the reappointment of auditors. May I have a motion that Ernst & Young LLP be reappointed as auditors of the corporation until the next Annual Meeting of Shareholders or until a successor is appointed and that the Board of Directors are authorized to fix the auditor's remuneration?

I am David Colman and I so move.

Mr. Moderator, can you please advise whether any questions have been received from the participants at this meeting?

There have been no questions.