Hello, welcome to the annual meeting of shareholders of Bird Construction Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before their disclosure. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Vincent Dore, Corporate Secretary. The floor is yours.
Good afternoon. Thank you for joining us today. My name is Vincent Dore, and I'm the Senior Counsel and Corporate Secretary of Bird Construction Inc. We thank you for attending the meeting. I would like to note that Bird is permitted to hold a virtual meeting of its shareholders under the Ontario Business Corporations Act and under our bylaws. Before we begin, I would like to provide a quick overview of the Computershare virtual meeting platform. You should now see four tabs at the top right-hand side of your screen. Broadcast, Vote, Q&A, and Documents. Click on these tabs to access different parts of the platform. For example, if you click on the Documents tab, you will see the agenda for the meeting. To ask a question at any time, click on the Q&A tab. To vote, click on the Vote tab.
During today's meeting, officers and directors of the company may make statements which constitute forward-looking information for the purposes of applicable securities laws. Forward-looking information is not an assurance of future performance and is subject to risk and uncertainty. The actual results, performance, or achievements of the company and its business may be materially different from the anticipated results, performance, or achievements expressed or implied by forward-looking information. The officers and directors have applied certain assumptions and factors in making forward-looking statements. Shareholders should consult the more detailed discussion of assumptions and risk factors relating to the company and its business in the company's most recent annual information form and management discussion and analysis. Forward-looking information is based on the officers' and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking information.
The company does not undertake to update or supplement any forward-looking information unless required to do so by applicable law. Thank you, and I will now turn it over to our Board Chair, Mr. Paul Raboud.
Good afternoon. I would like to welcome all of our virtual attendees to this year's annual meeting of shareholders. I'm pleased you could all join us today. I am Paul Raboud, chair of the board of directors of Bird Construction. I have been fortunate to have been associated with Bird for 40 years, and this is the end of my fourth year of chairing the board. I have had the pleasure of being part of a great success story leading up to where we are today. Before we begin, I would like to acknowledge the late Karyn A. Brooks, who served on the Bird Construction board for seven years before her tragic passing in July 2024. Karyn made a terrific contribution as a board member for Bird and as chair of our audit committee.
She was recognized as an expert on financial reporting with a wealth of business experience gained as VP and controller at both TransCanada PipeLines and at Enbridge. She finished her career at Bell in a similar position. In addition to her corporate experience, Karyn A. Brooks was a leader in a number of accounting professional organizations. She was heavily involved with Financial Executives International, which is a service organization for senior financial executives. She eventually chaired that organization. Through FEI, she also participated in a number of accounting standards organizations and had a significant impact on the profession in Canada and internationally. Karyn A. Brooks brought a deep understanding of financial reporting and corporate governance to Bird. She was a strong director and was always well-prepared and expressed her views articulately. Karyn A. Brooks gave a lot to the community.
Among her many contributions, she served as a director at the Calgary Zoo for many years and eventually became chair. She was also on the board of Queen's University for many years. Karyn A. Brooks was a lovely person, down-to-earth, and gracious. She will be deeply missed at Bird Construction. Let us now begin the official part of the meeting. I would like to call the meeting to order, and I will preside as chair. We have the following matters of business to conduct today. Number one, the presentation of the 2024 financial statements. Two, the election of 10 directors. Three, the reappointment of KPMG as the company's auditors. Four, any other business that may properly come before this meeting. Shareholders and proxy holders may submit questions to the board or management using the Q&A icon on the virtual meeting page.
The moderator will relay any questions regarding the formal business of the meeting as we progress through the meeting. Any questions that are not related to formal business of the meeting will be addressed after the formal business of the meeting has concluded. In order to expedite the formal part of the meeting, certain individuals have been asked to move the formal proposals at the appropriate times. This will allow more time for your questions and comments. Joining me this afternoon are the other director nominees, as well as Teri McKibbon, President and CEO of the company, and members of the senior leadership team of Bird. Mr. Vincent Dore, Senior Counsel and Corporate Secretary of the company, has agreed to serve as Secretary of the meeting and record the proceedings.
With the consent of the meeting, I shall ask Kyle Gould of Computershare Trust Company to act as Scrutineer of the meeting. The notice calling this meeting of shareholders was filed on SEDAR on February 25th, 2025. The notice was mailed on April 4th, 2025, to all the shareholders of record on the record date of March 24th, 2025.
I have been provided with confirmation from Computershare Trust Company of Canada, transfer agent of the company, attesting to the due delivery of the notice, form of proxy, voting instruction form, and management information circular. The 2024 annual report was included in the mailing only to those who opted to receive one.
I direct that a copy of the notice, together with proof of service, be filed by the Secretary with the records of this meeting. The Scrutineer's report confirms that a quorum is present at the meeting. I would ask the Secretary to read the report.
There are 29 million, 65,885 shares of the company represented today in person or by proxy. This represents 52.48% of the total shares outstanding and constitutes a quorum for the meeting.
I now confirm that the meeting is regularly called and properly constituted for the transaction of business. I also direct that a copy of the Scrutineer's report on attendance be attached to the minutes of the meeting. I will now turn it over to the Secretary to explain the voting process for this virtual meeting.
Thank you, Mr. Chair. We have received all proxy voting results for today's resolutions in advance of the meeting. Anyone in attendance today who has not yet voted and is not signed in as a guest will have an opportunity to vote online in real time using the Computershare platform. Rather than hold up the business of the meeting for the final tabulation of votes cast on each motion, the Chair will declare interim results received from the Scrutineer in advance of the meeting on each of the motions presented. The Chair has directed that the final combined results of the advanced poll and the votes entered through the virtual platform on all motions today be included with the minutes of the meeting. These results will also be available in the report on voting results posted on SEDAR+ following the meeting. The polls are now open.
Shareholders and duly appointed proxy holders, please click on the Vote tab to see the various items of business for today's meeting. You will have from now until the conclusion of the meeting to cast your votes on each of these items. I now turn the meeting over to you, Mr. Chair.
The first item of business is to receive the consolidated financial statements of Bird Construction Inc. for the year ended December 31st, 2024, and the auditor's report thereon.
The 2024 annual report was mailed to each registered shareholder who opted to receive a copy. Printed copies of the annual report may be requested by contacting the company. Included in the annual report are the consolidated financial statements, the Auditor's report of KPMG LLP, and Management's discussion and analysis. The auditors have issued an unqualified report.
If there are any questions concerning the financial statements, I would suggest that they be raised during the question period. Let's proceed to the Scrutineer's report. I've received the preliminary Scrutineer's report. According to the report, I declare the motion carried. The next item of business is the election of directors of the company. The management information circular lists the company's director nominees. In accordance with the company's bylaws, shareholders are required to provide advance notice of their intent to nominate candidates for directors. As no such nominations were received by the company, there are no further nominees eligible to stand for election today. Accordingly, I now declare the nominations closed. A motion to elect 10 directors as described in the management information circular is now in order.
I, Wayne Gingrich, move the election of the following, Ms. Evelyn Angelle, Mr. J. Richard Bird, Mr. J. Kim Fennell, Ms. Jennifer F. Koury, Mr. Terrance L. McKibbon, Mr. Gary Merasty, Mr. Luc J. Messier, Mr. Steven L. Edwards, Mr. Paul R. Raboud, and Ms. Sophia Saeed as directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.
I, Vincent Dore, second the motion.
Thank you. Are there any questions on the election of directors? If you've not already done so, you may now vote for the election of directors.
There are no questions at this time.
Let's proceed to the Scrutineer's report. I have received the preliminary Scrutineer's report on voting for the election of directors. The report indicates that Ms. Evelyn Angelle, Mr. J. Richard Bird, Mr. J. Kim Fennell, Ms. Jennifer F. Koury, Mr. Terrance L. McKibbon, Mr. Gary Merasty, Mr. Luc J. Messier, Mr. Steven L. Edwards, Mr. Paul R. Raboud, and Ms. Sophia Saeed have been elected as directors by the shareholders and that each nominee received more than the majority of the votes cast at today's meeting. These persons will constitute the board of directors of the company until the next annual meeting of the shareholders or until successors are elected or appointed.
I direct that a copy of the Scrutineer's report on voting be annexed to the minutes of this meeting. The next item of business is the appointment of auditors, and I believe Mr. Wayne Gingrich has a resolution in this regard.
I, Wayne Gingrich, move that the firm of KPMG LLP be appointed auditors of the company until the next annual meeting at remuneration to be fixed by the directors. The directors being hereby authorized to fix such remuneration.
I, Vincent Dore, second the motion.
Is there any discussion of the motion? If you've not already done so, you may now vote for the election of auditors.
There are no questions at this time.
Let's proceed to the scrutineer's report. According to the report, I declare the motion carried. This is a one-minute warning prior to polls being closed. If you are participating in the meeting through the virtual platform, please ensure that your votes are recorded. While we pause for a minute for people to vote, I would take this opportunity on behalf of the board to acknowledge and thank the management team and all employees of the company for their tremendous efforts over the last year. The performance over the company in 2024 has been outstanding. Bird generated very strong financial results. We secured a record year-end backlog, which bodes well for 2025. We delivered excellent service to our customers, and most importantly, we operated safely. Congratulations to all of you. I think everyone has had sufficient time to vote. I now declare the voting closed for all items of business.
The scrutineers have completed their final tabulation of votes cast and have reported the combined results of the advanced poll and the votes entered through the virtual platform on all motions today. I declare that all motions passed. A report on all matters voted on at this meeting will be filed on SEDAR. If there is no further business to be brought before the meeting, I shall ask Wayne Gingrich for his motion to terminate the meeting before we proceed to a question-and-answer period.
I move that the meeting be terminated.
I, Vincent Dore, second the motion.
Any objections? I declare the motion carried and the formal business of the meeting terminated. The meeting is now open for questions.
There are no questions at this time.
Thank you very much for joining us today.
This concludes the meeting. You may now disconnect.