I would like to introduce Mr. Jack Curtin, Lead Director of Colliers International Group Inc. You may begin.
Thank you. Good morning, ladies and gentlemen. Please allow me to introduce myself. I am Jack Curtin, the Lead Director of Colliers International Group Inc. I will be acting as the chair of this meeting. Joining me are each of Jay Hennick, Global Chairman and Chief Executive Officer, Christian Mayer, Chief Financial Officer and CEO of Commercial Real Estate, Matthew Hawkins, Senior Vice President, Legal and Corporate Secretary, and Lynda Cralli, Chief of Staff and Assistant Corporate Secretary. Following the conduct of the formal business of today's meeting, we will conduct a question and answer session. If you are a registered shareholder, beneficial shareholder, or duly appointed proxy holder that provided your control number while logging into the meeting and have a question, please feel free to use the Ask a Question feature shown on your screen, and it will be addressed at the appropriate time.
It is now past 11 A.M., and I would ask that the annual and special meeting of shareholders of Colliers come to order. With the consent of the meeting, I will act as chair. In accordance with Colliers bylaws, Matthew Hawkins will act as secretary, and Ms. Rita Gutierrez Fernandez from Broadridge Financial Solutions Inc. will act as scrutineer of the meeting. The minutes of the last annual meeting of shareholders held on April 1, 2025, are with me, and with the consent of the meeting, we will dispense with the reading of these minutes, and the minutes shall be taken as read. I am also tabling a copy of the audited consolidated financial statements of Colliers for the year ended December 31, 2025, and the auditor's report thereof. You will have received them with the meeting materials, and a copy is also available on SEDAR+.
With the consent of the meeting, the readings of the auditor's report will be dispensed with, and the financial statements shall be received. Would the secretary please report whether there is a quorum present?
According to the bylaws of Colliers, a quorum for any meeting of shareholders is any two shareholders entitled to vote at the meeting, whether present in person or represented by proxy. Based on all available attendance information, we have a quorum of shareholders. A copy of the final scrutineer's report will be annexed to the minutes of this meeting.
Thank you. I am advised that there is a quorum present. As a quorum is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. I note that we have received duly completed proxies that have appointed myself and/or Matthew Hawkins as proxy holder in respect of approximately 94.56% of the votes associated with Colliers shares. In connection with each matter of formal business voted upon at the meeting, Mr. Hawkins will vote in accordance with the instructions set out in each proxy. A summary of the voting results will be included in a press release to be issued following the meeting and a report on voting results to be filed on SEDAR+.
Voting will be conducted using the Broadridge virtual voting platform that is available on screen to those registered shareholders and duly appointed proxy holders that logged in using their control number or appointee identification number. Voting is upon all matters and will remain so until the formal business of the meeting is completed. While I will review each matter of business individually, registered shareholders and duly appointed proxy holders that logged in using their control number or appointee identification number and have not already submitted their proxies or wish to change their previously submitted votes, are able to vote on all resolutions at any point while voting remains open. The first item of formal business is to consider a resolution appointing PricewaterhouseCoopers LLP as independent auditors of Colliers at a remuneration to be fixed by the directors.
In order to be approved, the resolution must be passed by a majority of the votes cast. May I have a motion for the approval of this resolution?
Christian Mayer, shareholder. Mr. Chairman, I move that PricewaterhouseCoopers LLP be appointed as independent auditors of Colliers to hold office until the close of the next annual meeting of shareholders at a remuneration to be fixed by the board of directors of Colliers.
Mr. Chairman, I second the motion.
Now, the directors' names, please? Matthew.
Mr. Chairman, we just need to conclude the appointment of PricewaterhouseCoopers on page seven.
May I have a vote on that? I think we have concluded that.
Correct. Based on proxies received prior to the meeting, it is expected that this resolution will be approved. Mr. Chairman, we can move to item number eight, election of directors, if you wished.
Okay. Hold on one second. The next item of business is the election of directors. These directors will hold office until the next annual meeting of shareholders or until their successors are elected or appointed, or they are otherwise ceased to hold office. The Management Information Circular states that there are 10 proposed candidates. The secretary will now read their names.
Mr. Chairman, the names of the director nominees are Jack P. Curtin Jr., Jane Gavan, Stephen J. Harper, J.S. Hennick, Katherine M. Lee, Poonam Puri, Benjamin Stein, John Sullivan, L. Frederick Sutherland, and Edward Waitzer.
Thank you. I would like to remind shareholders that directors are to be voted on individually in accordance with Colliers majority voting policy. I now recognize Lynda Cralli.
Mr. Chairman, I nominate each of the 10 persons whose names have been read to this meeting and move that each of such persons so nominated be individually elected as directors of Colliers to serve until the next annual meeting of shareholders, or until his or her successor is elected or appointed, or he or she otherwise ceases to hold office.
Mr. Chairman, I second this motion.
Voting on each of the individual director nominees may now be completed by clicking on the Vote Here button on the web portal and following the instructions. Based on proxies received prior to the meeting, it is expected that each of the nominated directors will be elected. We will now consider the next item of business before this meeting. As described in the Management Information Circular, Colliers is seeking approval of a resolution approving an amendment to the Colliers stock option plan. The amendment will increase the maximum number of subordinate voting shares reserved for issuance pursuant to the exercise of stock options granted by an additional 1,500,000. The form of resolution is set out on page 62 of the Management Information Circular. In order for this resolution to be passed, it must be approved by a majority of the votes cast.
The amendment to the stock option plan must also receive exchange approval in order to be effective. The Toronto Stock Exchange has approved the amendment, subject to obtaining shareholder approval today. May I have a motion for the approval of this resolution?
Mr. Chairman, I move that the resolution approving the amendment to the Colliers stock option plan, the form of which is set out on page 62 of the Management Information Circular furnished to shareholders in respect of this meeting, be approved.
Mr. Chairman, I second the motion.
Voting on this matter of business may now be completed using the voting tab on your screen and will remain open until voting is closed. Based on proxies received prior to the meeting, it is expected that this resolution will be approved. The final matter of business is to consider the advisory vote on executive compensation set out in the Management Information Circular mailed to shareholders. May I have a motion to consider this resolution?
Mr. Chairman, I move that the meeting consider, and if deemed advisable, pass on an advisory basis and without diminishing the role and responsibilities of the board of directors, that the shareholders of Colliers accept the approach to executive compensation disclosed in the Management Information Circular delivered to shareholders. Mr. Chairman, I second the motion.
Voting on this matter of business may now be completed by clicking on the Vote Here button on the web portal and following the instructions. Based on proxies received prior to the meeting, it is expected that this resolution will be approved. As this is the final matter of formal business on the meeting agenda, voting on all resolutions will close momentarily, and shareholders are encouraged to ensure that their votes have been submitted. I would now request that Broadridge please close all voting. Based on proxies provided prior to the meeting and the preliminary scrutineer report received, I can confirm that all resolutions have been passed by the requisite number of votes in favor. Detailed voting results will be included in a press release to be filed following the meeting, together with a report on voting results to be filed on SEDAR+.
As there is no further business, I declare the formal portion of this meeting terminated. As previously indicated, we will now complete a question and answer session with members of management present on the call. Shareholders and proxy holders that log into the meeting using their control number or appointee identification number may ask a question using the Ask a Question button shown on your screen.
Thank you, Mr. Chairman. It appears there are no questions, and accordingly, we will go ahead and terminate today's meeting. On behalf of the company, I thank you all for attending, and I would ask that Broadridge please go ahead and close the meeting. This concludes today's annual and special meeting. Thank you for attending. You may now disconnect.