Aritzia Inc. (TSX:ATZ)
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138.82
-4.39 (-3.07%)
Apr 27, 2026, 4:00 PM EST
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AGM 2024

Jul 9, 2024

Operator

Welcome to the Annual General Meeting of Aritzia Inc. Please note the meeting will be recorded. I would like to introduce Beth Reed, VP, Investor Relations of the company. Ms. Reed, the floor is yours.

Beth Reed
VP of Investor Relations, Aritzia

Good afternoon, everyone. Thank you for joining Aritzia's virtual annual general meeting of shareholders. To facilitate increased shareholder attendance and participation, the meeting will be conducted in a virtual-only format that is being streamed via live webcast. Our agenda today includes the formal business of the meeting that will be conducted by John Curry, our Lead Director, followed by remarks from Brian Hill, our Founder and Executive Chair. Regretfully, Jennifer Wong, our CEO, is unable to attend today's meeting. We will conclude with a question-and-answer period open to registered shareholders and duly appointed proxy holders, at which time Brian Hill and Todd Ingledew, our CFO, will be available to respond to questions. Please note that our remarks and responses to questions today may include our expectations, future plans, and intentions that may constitute forward-looking statements. Actual results could differ materially from the conclusions, forecasts, or projections in the forward-looking information.

Certain material factors and assumptions were applied in drawing the conclusions and making the forecasts and projections as reflected in the forward-looking information. We would refer you to our most recently filed Management’s Discussion and Analysis and Annual Information Form, which include additional information about the material risks that could cause actual results to differ materially from the conclusions, forecasts, and projections in the forward-looking information and the material factors and assumptions used to develop the forward-looking information. Our Management’s Discussion and Analysis and Annual Information Form are available on SEDAR+ and on the investor relations section of the Aritzia website. With that, I would like to turn the meeting over to John Curry, our Lead Director, to lead us through the formal business of the meeting.

John Currie
Lead Director, Aritzia

Good afternoon, and thank you all for coming to Aritzia's virtual annual general meeting of shareholders. I've been appointed by the Board of Directors to be the chair for today's meeting. During the meeting, please note that only registered shareholders or their duly appointed proxy holders are permitted to vote or otherwise participate and ask questions during the meeting. As this meeting is being held virtually via live audio and slideshow webcast, we would like to clarify a few procedural matters relating to the conduct of the meeting. One, questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder using the question platform service of TSX Trust. Two, when asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder.

Three, proper questions that do not relate specifically to the business of the meeting will be addressed during the question period at the end of the meeting. Questions relating to the procedural matters or directly related to the motions before the meeting will be addressed during the meeting prior to the closing of the polls. Four, voting will be open at the beginning of the meeting and will be conducted by electronic ballots. Only registered shareholders and duly appointed proxy holders of Aritzia are permitted to vote and will be able to vote throughout the formal part of the meeting. I will give a 15-second warning before I announce that balloting is closed. The electronic ballots will be open for all resolutions at the same time. This will allow you to vote on each resolution immediately or throughout the meeting.

5, 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 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. 6, if we encounter any technical difficulties, please remain logged on, and we will resume as soon as possible. We will now proceed with the formal portion of the meeting. I call to order the Annual General Meeting of Aritzia's shareholders. With the consent of the meeting, I appoint Ada San, VP, Legal and Corporate Secretary of the company, to act as Secretary of the meeting.

In addition, and with the consent of the meeting, I appoint TSX Trust Company, through its representatives, as scrutineer. The scrutineer will report on the number of subordinate voting shares and multiple voting shares represented in person and by proxy at this meeting, tabulate the votes, and report the results. The purposes of today's meeting are set out in detail in the management information circular dated May 16, 2024. Copies of the circular were made available to shareholders on or around June 7, 2024, together with the notice of the meeting, the form of proxy, and the voting instruction form, as applicable. Accordingly, unless there is any objection, I will dispense with the reading of the notice of meeting.

I have received a declaration prepared by our transfer agent, TSX Trust Company, indicating that either a notice of this meeting and the accompanying proxy materials or the notice and access notice, as applicable, was duly mailed to shareholders of record as of the record date, May 16, 2024. I direct that a copy of the notices and circular, and the declaration of mailing, be kept by the secretary with the records of this meeting. The scrutineer's report indicates that shareholders holding in the aggregate more than 15% of the voting rights attached to shares entitled to be voted at the meeting are present in person or represented by proxy. As this meets the quorum requirements in the company's articles, we may proceed with the meeting. A copy of the final report on attendance will be filed with the records of the meeting.

For the purposes of the meeting today, voting on all matters will be conducted by electronic ballots. Voting will be open at the beginning of the meeting and available throughout the formal part of the meeting for all registered shareholders and duly appointed proxy voters. You will receive a message on your screen when the online ballots are available. I will announce when voting will close, which will be approximately 15 seconds after the conclusion of the formal items of business of the meeting. Under the company's articles, the chair of the meeting can propose motions, and no motion proposed at a meeting of shareholders is required to be seconded. In order to expedite the meeting, I will propose certain motions and will not call for a second. I now declare that this meeting was properly called and duly constituted for the transaction of business.

I now declare the polls open on all resolutions. If you're a registered shareholder or a duly appointed proxy holder, the electronic ballots will now be available on your screen. Please register your votes by pressing on the for, withhold, or against buttons, as applicable, next to the name of each proposed director, next to the resolution with respect to the appointment of PricewaterhouseCoopers LLP as the auditors of the company, and authorizing the directors to fix their remuneration, and next to the resolution with respect to the renewal of the company's Omnibus Long-Term Incentive Plan, the full text of which is set out in Appendix C of the management information circular. You will now have time to vote throughout the formal part of the meeting.

The first item of business is the receipt of the company's consolidated financial statements for the fiscal year ended March 3, 2024, as well as the auditor's report thereon. These financial statements and the auditor's report were made available on SEDAR+ under the company's profile and on the company's website on May 2, 2024. The financial statements were also made available on the TSX Trust site on June 7, 2024, as required for notice and access. Noting no objection, I will dispense with the reading of the auditors. We will respond to any proper questions with respect to the company's consolidated financial statements in the question period following the formal part of the meeting. We now move to the next item on today's agenda. The next matter to be acted upon is the election of 10 individuals to the board of directors.

The term of office of the directors is from today until the end of the next annual meeting of shareholders, or until such time as their successors have been duly elected or appointed. As described in the circular, the company has adopted a majority voting policy, pursuant to which any director nominee who receives more votes withheld than for, must submit their resignation promptly, and such resignation must be accepted by the board, other than in exceptional circumstances. The circular contains information on each of the 10 nominees recommended for election as directors. As outlined in the circular, the following directors have each been nominated to hold office until the close of the next annual meeting of the shareholders, or until their successors are duly elected or appointed.

They are: Brian Hill, Jennifer Wong, Aldo Bensadoun, John Curry, Daniel Habashi, David Labistour, John Montalbano, Marnie Payne, Glenn Murphy, and Marcia Smith. The persons nominated have confirmed that they are each prepared to serve as a director. Each of them is qualified as a director under the provisions of the British Columbia Business Corporations Act. Given that no nominations were received in accordance with the advance notice provisions contained in the company's articles, I declare the nominations to be closed. I move to nominate the directors as set forth in the circular. So there's no discussion. As mentioned at the beginning of this meeting, voting today will be conducted by electronic ballots, and the polls are currently open, so you can vote on the election of each director as you see fit. We will now move on to the next item of business.

The next item of business is the appointment of the auditors of the company, who will serve until the end of the next annual meeting of shareholders, and to authorize the directors of the company to fix the remuneration of the auditors. The board, on the recommendation of the audit committee, has approved, subject to shareholder approval, the appointment of PricewaterhouseCoopers LLP as the auditors of the company. I move that PricewaterhouseCoopers LLP be appointed auditors of the company until the end of the next annual meeting of shareholders, and that the directors be authorized to fix their remuneration. As there is no discussion and the polls are currently open, you may vote on the appointment of the auditors as you see fit. The next item of business is the approval of the renewal of the company's Omnibus Long-Term Incentive Plan, as more fully disclosed in the company's circular.

The purpose of the Omnibus Long-Term Incentive Plan is to advance the interests of the company and enhance the company's ability to attract, retain, and motivate eligible persons by allowing for a variety of equity-based awards that provide different types of incentives, including stock options, restricted share units, and performance share units to be granted to eligible persons. Further, the Omnibus Long-Term Incentive Plan aims to align eligible persons' interests with shareholders by rewarding them for increases in the company's share price. The full text of the resolution language is set forth in Appendix B of the circular. I move that the shareholders approve the renewal of the company's Omnibus Long-Term Incentive Plan, as disclosed in the company's circular. Is there any discussion on the motion?

As there is no discussion and the polls are currently open, you may vote on the renewal of the Omnibus Long-Term Incentive Plan as you see fit. If you have not voted already, please do so now. After 15 seconds, the voting page will disappear, and your electronic ballot will automatically be submitted. The time is now 3:14, and the ballots will close on all resolutions in 15 seconds. Voting is now closed. I would now like to ask that the scrutineers compile a report regarding the results of voting on all business matters. While the scrutineers are completing their report, I will ask whether there is any other formal business to be brought before this meeting?

As there is no other business to be brought before this meeting, and I have received the scrutineers' report, I declare the following: Each of the 10 nominees have been elected as directors of the company to serve until the end of the next annual meeting of shareholders or until their successors are elected or appointed. PricewaterhouseCoopers LLP is hereby appointed as auditor of the company for a term ending at the end of the next annual meeting of shareholders, and the board of directors is authorized to fix their remuneration.

The renewal of the company's Omnibus Long-Term Incentive Plan has been approved. Final voting numbers will be posted on SEDAR+. As there is no further business to be brought before this meeting, I declare the formal portion of this meeting closed. I would like to turn over the floor to Brian Hill, our Founder and Executive Chair, to provide a few remarks before we move on to the question and answer period.

Brian Hill
Founder and Executive Chair, Aritzia

Thank you, John, and thank you all for joining us today. In fiscal 2024, we delivered CAD 2.3 billion in net revenue. This represents a 6% year-over-year increase after two years of unprecedented growth, 47% in fiscal 2023 and 74% in fiscal 2022. Our focus in fiscal 2024 was on right-sizing our inventory, improving the composition of our product assortment, and investing in the infrastructure required to support the increased scale of our business and fuel our future growth. Simultaneously, we continued to offer exceptional service to our clients. We made substantial progress in five key areas. First, we expanded our distribution center network to accommodate record volume. Part of this work included opening our brand-new 550,000 sq ft facility in Ontario.

Second, we improved our inventory positioning, refined our product assortment, and enhanced our proven operating model, which has served us well for decades. Third, we executed our smart spending initiative, resulting in annualized run-rate savings of more than CAD 60 million. Fourth, we developed a pipeline of boutique openings in premier locations, including 4 brand-propelling flagship projects. And last but not least, we kicked off the process of integrating our digital channel to encompass everything from driving traffic to optimizing our omnichannel services. Our world-class team did a phenomenal job setting us up for the next phase of growth. Looking forward, we're focused on investing in the scalability of our business to ensure we can expand at a consistent, measured pace. Throughout fiscal 2024, our increased investment in the United States continued to yield impressive results.

We opened 6 boutiques in key markets such as Charlotte, Indianapolis, Sacramento and Tampa, all of which performed strongly, with a cohort of fiscal 2024 openings tracking to pay back in under 12 months. Net revenue on United States business grew to CAD 1.23 billion in fiscal 2024, an increase of 9% from last year, on top of 66% increase in fiscal 2023, and a 132% increase in fiscal 2022. The United States generates more than half our total net revenue, and we continue to have a long runway of growth ahead of us. In fiscal 2024, we made solid progress upgrading the technology that underpins our e-commerce platform, which will enable us to deliver best-in-class experiences to our new and loyal clients.

We also began to invest more meaningfully in digital marketing to help protect our brand, amplify our product franchises, grow awareness in the United States, and drive customer engagement. Further, we launched additional omni-channel services, buy online, ship from store, and buy online, pick up in store, which helped optimize our inventory and lower our distribution costs. During fiscal 2024, our robust social media and influencer strategies, coupled with our beautiful product and real estate expansion strategy, continued to drive increased brand awareness, further propelling us toward widespread recognition across the United States. Our active client base in the United States tripled in the past three years as we deliver everyday luxury to more people than ever before. As Aritzia continues to grow, so does our potential to make an impact and create lasting change.

We think of community as the contributions we make to people and the planet across our full value chain, from raw material sourcing in our upstream operations to product end of life in our downstream operations. In fiscal 2024, we demonstrated our commitment to minimize Aritzia's environmental impact by supporting the participation of our finished goods supplier facilities in the Higg Facility Environmental Module. We also appointed our first-ever Chief Impact Officer, who has oversight of the full scope of our community initiatives, supporting our people, our planet, and our future vision. This year, we'll celebrate our fourth decade delivering everyday luxury, an accomplishment made possible by the strong foundation that continues to position us for success.

As we mark our fortieth year in business, we'll continue to prioritize growing our boutique portfolio, delivering e-commerce 2.0, and acquiring new clients to fuel our momentum, always with a long-term approach in mind. We have a robust pipeline of boutiques opening in fiscal 2025, including our new flagship location in Chicago and the repositioning of our two Manhattan flagships. Our total square footage growth will be 20%-25%, with the vast majority occurring in the United States. We expect the increased pace of openings to propel retail sales growth and drive incremental e-commerce sales as we continue to expand into new markets. In e-commerce, we believe the optimization of our inventory will generate an acceleration in revenue growth. Additionally, a strategic focus on digital marketing, technology, and omni-channel capabilities further supports growth in our digital business.

As I reflect on fiscal 2024, it's clear that our brand is strong, our financial position is solid, and we have a tremendous multi-year runway of growth in the United States stretching before us. I'm confident that our expansion strategy and targeted investments will maximize sales and create sustainable long-term value. To our shareholders, thank you for your ongoing support and trust in our business plan. I look forward to sharing additional updates with you in the future. Thank you, Brian. We'll now move on to the Q&A portion of the meeting. As mentioned at the beginning of the meeting, when asking your question on the question feature of the virtual meeting platform, please indicate your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. Please keep your questions short and succinct.

We may consolidate questions that are repetitive or overlap in the interests of all of those logged on today. We will not address any questions or statements that are, among other things, irrelevant to the business and affairs of the company, related to material non-public information of the company, related to personal grievances, derogatory, or that are otherwise in bad taste, repetitive of questions or statements already made by another participant, or out of order, or not otherwise suitable for the conduct of the meeting as determined by the Chair.

We will now give registered shareholders and duly appointed proxy holders a brief moment to type in their questions, if you have not already done so. Questions. So there being no questions, we're now concluding the question-and-answer portion of this meeting. And that, that concludes the meeting. Thank you again for joining us this afternoon, and enjoy the rest of your day.

Operator

Thank you for attending today's meeting. You may now disconnect.

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