Stantec Inc. (STN) Earnings Call Transcript & Summary

Hello. Welcome to Stantec's Annual General Meeting of Shareholders. My name is Doug Ammerman, and I'm the Chair of the Board of Directors of Stantec. We are pleased to host today's meeting virtually. Shareholders and proxyholders who are in attendance can participate, vote and submit questions regardless of your physical location. Joining me today from Stantec are Gord Johnston, President and Chief Executive Officer; Theresa Jang, Executive Vice President and Chief Financial Officer; and Paul Alpern, Senior Vice President and General Counsel. Gord, Theresa and Paul are available to answer questions if they arise. Shareholders, guests and proxyholders can submit questions through the Q&A function in the virtual meeting room at any time during today's meeting. Questions will be answered after all formal business matters are presented. I'd also like to introduce Stantec's Board and nominees. In addition to myself, Martin à Porta, Shelley Brown, Angie Chen, Patricia Galloway, Bob Gomes, Gord Johnston, Don Lowry, Marie-Lucie Morin and Celina Wang Doka. I would like to take this moment to thank and remember our friend, Richard Bradeen, who served as a director until his passing on December 27 of last year. Richard's experience, business knowledge and insight were greatly valued by us. Richard is missed by his fellow Board members and everyone that knew him. We do have 2 new director nominees standing for election for the first time this year. Angie Chen comes to Stantec with the expertise in governance, cybersecurity and government affairs. Celina Wang Doka adds real estate, public accounting and financial expertise to the Board. We are pleased to put their names forward for election and know they will be strong contributors to the company. With that, I officially call the meeting to order and appoint Paul Alpern to act as Secretary of the meeting; and Kyle Gould of Computershare to act as scrutineer. Kyle has confirmed that a quorum is present. And as a reminder, only shareholders who held their shares as of March 20, 2023, the record date of this meeting, or their validly appointed proxyholders are entitled to vote at the meeting. The business matters for today's meeting are described in the management information circular, which is dated March 2023, which accompanied the Notice of Meeting. I will take the Notice of Meeting as read. And we will conduct the votes on the matters before us by a poll. On a poll, every shareholder and proxyholder entitled to vote on the matter has one vote in respect to each share held by that shareholder or proxyholder. The poll will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until all resolutions have been made prior to casting your vote. [Operator Instructions] Once all items of business have been presented, we will respond to any questions. I will give you a minute or 2 to enter your votes and then declare voting closed on all resolutions. The results of the meeting will be released to Computershare and will be available on our website at stantec.com and on SEDAR and EDGAR. I now declare the polls are open on all resolutions. The first item of business is the presentation of Stantec's annual financial statements. We have placed before the meeting Stantec's consolidated financial statements for the fiscal year ending December 31, 2022. These financial statements and corresponding auditor's reports are included in our annual report. You can also view the annual report in the Investors section of our website at stantec.com. The next item is the election of our directors. We will be electing 10 directors today. Information about each nominee appears in the proxy circular that was made available to you in advance of today's meeting. I will now ask Paul Alpern to nominate the directors.

Thank you, Doug. I nominate each of the persons whose names appear in the management information circular under the heading Nominees for Election to Board of Directors to be elected as a director of Stantec and to hold office for the ensuing year or until his or her successor is elected or appointed.

Thank you, Paul. At this point, please cast your votes on the election of our directors. [Voting]

We will now proceed to item #3. The next item of business is the appointment of Stantec's auditor. Again, Paul?

Thank you. I move that PricewaterhouseCoopers LLP be appointed auditors of Stantec for the 2023 fiscal year, that they hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed and that the directors be authorized to fix their remuneration.

Thank you. I now put that motion to the meeting. Please cast your vote on the appointment of Stantec's auditor. [Voting]

We will now move on to item #4. The next item of business is a shareholder advisory vote on Stantec's approach to executive compensation. Paul, again, can I have a motion?

I move on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in Stantec's management information circular delivered in advance of today's meeting.

Thanks, Paul. I now put the motion to the meeting. Please cast your vote on annual say-on-pay. [Voting]