Ladies and gentlemen, welcome to the 2024 annual general meeting of Enerflex Ltd. Please note that the meeting is being recorded. I would like to introduce Kevin Reinhart, Chair of the Board and Chair of today's meeting. Mr. Reinhart, the floor is yours.
Thank you. Welcome to the annual meeting of shareholders of Enerflex. My name is Kevin Reinhart, Chair of the Board of Enerflex, and it is my privilege to chair today's meeting. We are pleased to host the meeting through this virtual meeting platform accessible to all our shareholders regardless of their physical location. I invite our shareholders and proxy holders to ask questions and vote on each of the matters of business as they are raised. Before we proceed with the formal business of today's meeting, I would like to introduce the other directors of Enerflex: Fernando Assing, Joanne Cox, Byron Dunn, Laura Folse, Jim Gouin, Mona Hale, Marc Rossiter, Tom Tyree, Juan Carlos Villegas, and Mike Weill.
In addition to Marc, our President and CEO, I would like to acknowledge the other members of our executive management team: Preet Dhindsa, Senior Vice President, Chief Financial Officer, David Isaac, Senior Vice President, General Counsel, Robert Mitchell, Senior Vice President and Chief Administrative Officer, Greg Stewart, President USA, Phil Pyle, President Eastern Hemisphere, Mauricio Meiners, President Latin America, Helmuth Wentscher, President Canada, and Roger George, President Water Solutions. Before I bring the meeting to order, I'd like to take a moment to recognize Laura Folse, the Director of Enerflex. Laura has decided not to stand for reelection at the meeting. During her time on the board, Laura provided sound and practical advice and guidance on behalf of Enerflex. I would like to thank Laura for her contributions to the company and wish her the best in her future endeavors. The meeting will now come to order.
Following the formal portion of our meeting today, Marc Rossiter will provide some brief remarks. In order to ensure this meeting efficiently covers all of the business for which it was convened, we have prearranged with persons attending this meeting to move and second certain resolutions. This procedure is not an attempt to discourage participation but merely a way to expedite proceedings. The Chair will accept questions from registered shareholders and duly appointed proxy holders on each formal resolution in due course. I encourage registered shareholders and proxy holders to submit questions as early as possible so that we may address them at the right point during the meeting. Questions should relate to the business or affairs of Enerflex and not be of a personal nature. If you have a question, please use the messaging feature of the TSX Trust Virtual Interface.
In asking your question, please identify whether you're a registered shareholder or proxy holder and whether your question relates to a motion being considered as part of the formal business of the meeting or whether it is of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time of the meeting. Justin Pettigrew, the Corporate Secretary and Associate General Counsel of Enerflex, will act as Secretary of the meeting, and Christine Calesse and Chantelle Rondeau, representatives of TSX Trust Company, will act as scrutineers. The notice and access notification to shareholders in the form of proxy were mailed on April 4th, 2024, to all shareholders of record as of March 18th, 2024. The declaration of mailing is available for inspection by any shareholder. I ask the Secretary to file a copy of such declaration with the minutes of today's meeting.
A quorum of shareholders is present for the transaction of business at this meeting if at least two persons are present in person, holding or representing by proxy not less than 10% of the shares entitled to vote at the meeting. I've been advised by the scrutineers that there is a quorum present. I would ask that the Secretary file a copy of the scrutineers' report with the minutes of today's meeting. I would also note that under applicable corporate law and the bylaws of Enerflex, the company is permitted to hold this meeting by the electronic means that we are using. Accordingly, I declare that this meeting has been regularly called and properly constituted for the transaction of business. We will conduct each vote by way of an electronic ballot. You will receive a message on the TSX Trust Virtual Interface once the polls are open.
Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting. You may vote at any time until the last item of business has been put to a vote, and I declare the voting closed. If you have previously voted and do not wish to change your vote, or appointed a proxy holder and do not wish to change your voting instructions, then you do not need to do anything. Your vote has been recorded. If you wish to change your vote, then voting online will have the effect of revoking the one you previously submitted. Each item of business to be considered today requires that a majority of the votes cast be voted in favor of the resolution in order for the resolution to pass. Following the meeting, a news release will be issued announcing the final voting results.
As a reminder, only shareholders and proxy holders are entitled to participate in the meeting as it pertains to voting and asking questions. We will now run through each of the items on the agenda, including responding to any questions on that particular item while it is before the meeting. I now declare the polls open on all resolutions. The first item of business is for shareholders to receive the financial statements of Enerflex for the year ended December 31st, 2023, and the auditor's report thereon. The financial statements were previously distributed to shareholders, posted to our website, and filed under our electronic profile on SEDAR+ and EDGAR. There is also a direct link to Enerflex's 2023 annual report, which contains the 2023 financial statements and related Management's Discussion and Analysis on the information screen for this meeting. Are there any questions on the financial statements or auditor's report?
There aren't. Thank you, Justin. There are none. I declare that the audited financial statements of Enerflex for the year ended December 31st, 2023, together with the auditor's report thereon, have been presented to the shareholders and received. The next item of business is the election of directors of Enerflex. Information about each nominee is included in the Management Information Circular . The board of directors has fixed the number of directors to be elected at 10, and I confirm that all nominees are eligible for election. Enerflex did not receive notice of any director nominations in connection with the meeting in accordance with its Advance Notice Bylaw . Accordingly, the only persons eligible to be nominated for election to the board of directors of Enerflex are the management nominees.
The nominees are Fernando Assing, Joanne Cox, Byron Dunn, Jim Gouin, Mona Hale, Kevin Reinhart, Marc Rossiter, Tom Tyree, Juan Carlos Villegas, and Mike Weill. I now ask for a motion that each of the nominees be elected to serve as a director.
Mr. Chairman, my name is David Isaac, Senior Vice President, General Counsel of Enerflex, and I'm a shareholder. I move that each of the 10 persons nominated be elected as a director of Enerflex to hold office until the close of the next annual meeting of shareholders of Enerflex or until their successor is duly elected or appointed.
Thank you, David. Is there a seconder?
My name is Preet Dhindsa, Senior Vice President, Chief Financial Officer of Enerflex, and I'm a shareholder. I second the motion.
Thank you, Preet. We will now address any questions from registered shareholders or proxy holders that are directly related to the election of directors. Have any questions come in?
There have been no questions.
Thank you, Justin. There are no questions. The voting is now open, and we invite shareholders and proxy holders to submit their votes for each nominee if they have not already done so. As I mentioned earlier, if you have already voted or sent in a proxy, your vote has already been recorded, and there is no need to do anything unless you wish to change your vote. Please complete your voting on this matter. The next item of business is the appointment of auditors of Enerflex. I please have a motion as to the appointment of Ernst & Young LLP as auditors of Enerflex.
My name is Marc Rossiter, President and Chief Executive Officer of Enerflex, and I'm a shareholder. I move that Ernst & Young LLP Chartered Accountants be appointed auditors of Enerflex until the next annual meeting or until their successor is appointed, and that their compensation be fixed by the board of directors.
Thank you, Marc. Is there a seconder?
My name is David Isaac, and I second the motion.
Thank you, David. Are there any questions from registered shareholders or proxy holders on the motion?
No questions.
Thank you, Justin. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. Please complete your voting on this matter. The next item of business on the agenda is the non-binding shareholder advisory vote on our approach to executive compensation. We trust that you've taken the opportunity to review our compensation disclosure and analysis in this year's management information circular, which explains our approach to executive compensation. I now ask for a motion on this matter.
My name is Preet Dhindsa, and I move that the non-binding advisory resolution concerning Enerflex's approach to executive compensation as set forth in the management information circular of Enerflex dated March 15th, 2024, be approved.
Thank you, Preet. May I please have a seconder?
My name is David Isaac, and I second the motion.
Thank you, David. We will now address any questions from shareholders or proxy holders that are directly related to our approach to executive compensation. Have any questions come in?
No questions have come in.
Thank you, Justin. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. Please complete your voting on this matter. For those of you that have not voted on all the resolutions, please do so now as I will close the polls shortly. As a final reminder, if you have already voted or sent in a proxy, your vote has already been recorded, and there is no need to do anything else unless you wish to change your vote. The polls are now closed, and we will take a short break to allow the scrutineers to tabulate the results.
I have received the preliminary results of each ballot from the scrutineer, and I declare that the resolutions electing the 10 nominated directors and the reappointment of Ernst & Young as auditors of Enerflex have been carried, and the advisory resolution concerning Enerflex's approach to executive compensation has been defeated. The board of directors has taken note of the voting results and looks forward to engaging with shareholders on this important matter. As noted earlier, a news release will be issued announcing the final voting results and will be posted to SEDAR+ later today. This now concludes the formal items of business to be dealt with at this meeting. As there is no further business, I declare the meeting terminated. I will now turn the meeting over to Marc, our President and CEO, for his brief remarks.
Thank you, Kevin, and thank you to all of our shareholders for participating in Enerflex's annual general meeting. We will be releasing our 2024 first quarter results today after markets close and hosting our quarterly earnings call on Wednesday morning at 8:00 A.M., Calgary time. I encourage you all to tune in for an update on our financial results and how we are progressing on our strategic priorities for the year. Details on how to participate are on our website.
Thanks, everybody, and have a great day.
Thank you for attending today's meeting. You may now disconnect.