Hello, welcome to the annual meeting of shareholders of D2L 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 your disclosure. During the meeting, we'll have a question and answer session. You may submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to John Baker, Director, Chairman of the Board, CEO, and Founder of the company. Mr. Baker, the floor is yours.
Thank you, and good afternoon, ladies and gentlemen. Welcome to the annual meeting of the shareholders of D2L Inc. I am John Baker, a Director, Chair of the Board, CEO, and Founder of the company. This year, the meeting is being held as a virtual meeting. Given the virtual format of today's meeting, we request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to 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 brought forward by the meeting's moderator, Craig Armitage, and addressed prior to voting on the applicable motions.
If you have any questions not specifically related to an item of a formal business to be discussed at today's meeting, please feel free to submit those questions at any time. We will do our best to ensure that such questions are addressed following the conclusion of the meeting. You can submit questions by clicking on the Q&A icon, typing in, and submitting your questions. We have three matters of formal business to conduct today. The first is the presentation of our fiscal year 2023 financial statements. The second is the election of the directors, and the third, the reappointment of the company's auditors for the coming year and the authorization of the directors of the company to fix such auditors' remuneration.
While the practice generally adopted at a shareholder meeting is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. In light of the context of this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. This meeting is now called to order. In accordance with the company's bylaws, I will preside as chair of the meeting, and Anna Forgione, Chief Legal Officer of the company, will act as secretary of this meeting. I hereby appoint Computershare Investor Services Inc. through its representatives, to act as scrutineer for this meeting. I will now ask Anna to report on certain procedural matters. Over to you, Anna.
Thank you. The notice calling this meeting, together with a form of proxy, management information circular, and annual report containing the financial statements of D2L for the financial year ended January 31st, 2023, and the auditor's report thereon, have been properly sent to each requisite recipient. Additional copies of these materials are also available online on the company's SEDAR profile at www.sedar.com and on our company's website. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters.
If, as a registered shareholder or duly appointed proxy holder, you are using your control number to log in to the meeting and you accept the terms and conditions, you'll be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have 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 will provide a few additional moments for you to enter your votes.
Thank you, Anna. I now 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 Investor Services Inc. and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. I now declare the online voting polls open on all items of business. The first item of business is a presentation of the company's consolidated financial statements for the fiscal year 2023, and the auditor's report thereon. The financial statements of D2L for the financial year ending January 31st, 2023, and the auditor's report thereon have been properly sent to each requisite recipient. We will dispense with the reading of the auditor's report. The next item of business is the election of directors.
The number of directors to be elected at this meeting is seven. May I please have the management's nomination of candidates for election to the board?
I nominate each of the persons specified in the management information circular delivered with the notice of meeting, being John Baker, J. Ian Giffen, Tim Connor, Robert Courteau, Tracy Edkins, David L. Johnston, Heather Zynczak, to serve as directors of the company, to hold office until the close of the next annual meeting of shareholders, or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.
As the company did not previously receive timely notice of any further nominations of persons for election as directors of the company, as required by the advanced notice provisions of the company's bylaws, I declare the nominations closed. Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?
John, I'll pause for a moment to allow for questions to be submitted. John, I confirm that we have not received any questions from shareholders on this item.
Thank you, Craig. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have to vote in respect of this item of business, and it is not necessary to vote again on this ballot. Okay, the next item of business is the reappointment of the auditors of the company. May I have a motion on this matter?
I move that KPMG LLP be reappointed as auditor of the company until the close of the next annual meeting of shareholders, or until successor is appointed, and that the board of directors be authorized to fix the auditor's remuneration.
Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?
Once again, I'll pause for a moment to see if any questions have been submitted. John, I confirm that we've not received any questions from shareholders on this item.
Thank you, Craig. We'll now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to this item of business, and it is not necessary to vote again on this ballot. Okay, the polls on all items of business will remain open for another 30 seconds. For those of you who have not voted yet on all of the items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect to the formal business, and it's not necessary to vote again on these ballots.
Okay, I can confirm the polls are now closed, and the scrutineer has tabulated the results. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite level of shareholder approval. As a result, I hereby declare the nominated directors elected and the auditors reappointed, with the board being authorized to fix such auditors' remuneration. I also can report that further to the requirements of the Canada Business Corporations Act, each nominated director received more votes in favor of their election than against.
A press release disclosing the director election results will be disseminated, and a report disclosing the number of votes cast in favor of, against, or withheld from voting for each item of business at this meeting will be reported as part of the report of voting results, to be filed on SEDAR as soon as possible following the meeting. As there is no other business that may properly come before the meeting, I declare the formal portion of the meeting terminated. Thank you. For further information about our business, please refer to the Q1 fiscal 2024 financial results webcast posted today on our website at d2l.com. We would now like to invite any supplemental questions from shareholders or proxy holders present. As with a physical meeting, we will observe the same protocols of appropriateness and relevance to the meeting.
As previously noted, to the extent we are unable to respond to a submitted question, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the message icon, type in and submit your question.
I'll pause for a moment, John, to allow for questions to be submitted. I confirm that we've not received any questions from shareholders, John.
Thank you, Craig. On behalf of the board and the management of the company, I would like to thank all of our shareholders, as well as others who have joined us today, for your support and your attendance. Thank you, everyone. Have a great day.
This concludes the meeting. You may now disconnect and have a pleasant day.