Welcome to the FirstService Corporation Annual and Special Meeting of Shareholders. Today is Wednesday, April 1st 2026. At this time, for opening remarks and introduction, I would like to turn this meeting over to FirstService's Founder and Chairman, Mr. Jay Henick. Please go ahead, sir.
Good morning. I'm Jay Hennick, the Founder and Chairman of FirstService Corporation, and I will be the Chair of this meeting. Thank you to everyone for joining us today. This meeting is being held in a virtually only format via live webcast. Participating for the company in this meeting today are Scott Patterson, the CEO, and also a director, Jeremy Rakusin, CFO, and Abel Escobar, the Corporate Secretary. Instructions on how to ask questions and the voting procedure will appear on your screens. As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are experienced and will assist if needed. It is now just past 11:00 A.M., and the Annual and Special Meeting of the Shareholders of FirstService will now come to order.
With the consent of the meeting, I will act as chair, and in accordance with FirstService's bylaws, Abel Escobar will act as secretary of the meeting. In addition, I appoint Rosa Garofalo of TSX Trust Company to act as scrutineer of the meeting. I'm now tabling a copy of the audited consolidated financial statements of FirstService for the year ended December 31st 2025. If requested, you will have received them separately or viewed them online. With the consent of the meeting, we will dispense with the reading of the auditor's report, and the financial statements shall be received. Please note that after the formal portion of this meeting, our CEO and CFO, Scott Patterson and Jeremy Rakusin, will make a short presentation. Following that presentation, management will be available to answer questions.
Accordingly, during the formal portion of this meeting, I will ask you to limit your questions to those matters directly relating to the specific matters being considered. Notice and proxy materials for this meeting were mailed to shareholders. Additional copies may be obtained upon request at www.sedarplus.ca. The secretary will report whether there is a quorum present.
According to the bylaws of FirstService, a quorum for any meeting of shareholders is two or more individuals holding or representing by proxy, not less than 5% of the votes attached to all outstanding shares of FirstService entitled to be voted at the meeting. In accordance with the preliminary scrutineer report figures received from the scrutineer and our transfer agent, it is clear that we have a quorum of shareholders. A copy of the final report of the scrutineer will be annexed to the minutes of this meeting.
I'm advised that there's a quorum present. As a quorum is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. In view of the need to attend to the formal matters, certain shareholders have volunteered to move and second resolutions. While this procedure will facilitate the handling of the formal matters, any registered shareholder or proxy holder may ask questions or provide comments on a matter when that matter is before the meeting. Should you like to address the Chair or on any motion, please type in your question or comment in the message section. If there is any discussion or question, the Secretary will read the question aloud. We reserve the right to moderate questions, including combining questions on the same topic or, where appropriate, ignoring them entirely.
When submitting your question, please note that your name and whether you are a registered shareholder or a proxy holder. We will conduct the votes on all matters by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all of the agenda items. Voting polls on the agenda items for today's meeting will be closed together at the end of the formal portion of the meeting. The poll will now be open for all resolutions at this time. Lumi, would you please open the voting? The first item of business is the election of eight directors.
These directors will hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed or they otherwise cease to hold office. The management information circular states that there are eight proposed candidates. The secretary will now read their names.
The names of the director nominees are Yousry Bissada, Elizabeth Carducci, Steve Grimshaw, Jay Hennick, Scott Patterson, Fred Prachel, John Stroll, Erin Wallace.
Thank you. I remind shareholders that the directors are to be voted on individually in accordance with FirstService's majority voting policy. I now recognize Angela Bai.
Angela Bai, shareholder. Mr. Chair, I nominate each of the eight persons whose names have been read to this meeting for election as directors of FirstService to serve until the close of the next Annual Meeting of Shareholders or until their successor is elected or appointed or he or she otherwise ceases to hold office.
Is there any discussion on this matter or any further nominations?
Mr. Chair, there are no questions or further nominations.
Since there's no further nominations, I declare the nominations closed. May I have a motion in favor of the election of each of the eight persons nominated?
Brian Bedrick, shareholder. Mr. Chair, I move that each of the persons nominated be individually elected as Directors of FirstService until the next close of the next Annual Meeting of Shareholders or until their successor is duly elected or appointed, or he or she otherwise ceases to hold office, subject to and in accordance with FirstService's bylaws and majority voting policy.
Angela Bai, shareholder. Mr. Chair, I second the motion.
The meeting will now vote on the election of each Director. Please make sure to record your vote on each Director Nominee using the voting buttons on Lumi. The next item of business is to consider a resolution appointing PricewaterhouseCoopers LLP as Auditors of FirstService 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?
Mr. Chair, I move that PricewaterhouseCoopers be appointed as Auditors of FirstService 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 FirstService.
Angela Bai, shareholder. Mr. Chair, I second the motion.
Is there any discussion on this matter?
Mr. Chair, there are no questions.
The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi. We will now consider the item of the special business before this meeting. You will have seen from the management information circular that FirstService is seeking approval of a resolution approving amendments to the FirstService stock option plan. The amendments will insert an annual limit of grants of options to non-employee Directors and increase the maximum number of common shares reserved for issuance pursuant to the exercise of stock options granted by an additional 2 million shares. As noted in the circular, the stock option plan currently provides that the aggregate number of shares that can be issued upon the exercise of the options will not exceed 7.3135 million shares.
If this resolution is approved, that total would increase to 9.3135 million shares. Of the current 7.3135 million shares authorized for issuance, almost all have been previously allocated, exercised, or terminated. The form of the resolution is set out on page 43 of the circular. In order for this resolution to be passed, it must be approved by a majority of the votes cast. The amendments to the stock option plan must also receive exchange approval. In order to be effective, the Toronto Stock Exchange has approved these items subject to obtaining shareholder approval today. May I have a motion for the approval of this resolution?
Angela Bai, shareholder. Mr. Chair, I move that the resolution approving the amendments to the FirstService stock option plan, the form of which is set out on page 43 of the management information circular furnished to shareholders in respect of this meeting, be approved.
Brian Bedrick, shareholder. Mr. Chair, I second the motion.
Is there any discussion on this matter?
Mr. Chair, there are no questions.
The meeting will now vote on the motion. Please make sure to record your vote on the resolution using the voting buttons on Lumi. The final item of business before this meeting is the consideration of a non-binding advisory resolution on FirstService's approach to executive compensation. Despite being an advisory vote, the Board and the Compensation Committee will take the results of the vote into account when considering future compensation policies, procedures, and decisions, and in determining whether there is a need for further change to its engagement with shareholders on executive compensation and related matters. The form of the advisory resolution is set out on page 43 of the information circular. In order for this advisory resolution to be passed, it must be approved by a majority of the votes cast. May I have a motion for the approval of the advisory resolution?
Brian Bedrick, shareholder. Mr. Chair, I move that the advisory resolution that shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of this meeting, the form of which is set out on page 43 of that circular, be approved.
Angela Bai, shareholder. Mr. Chair, I second the motion.
Is there any discussion on this matter?
Mr. Chair, there are no questions.
The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi. If you have not already voted, please complete the electronic ballot on Lumi, and we will give you 10 more seconds. Lumi, would you please close the voting? The polls are now closed. The scrutineer has provided its preliminary report of the results of the voting at today's meeting. On the matter of the election of Directors, I'm advised by the Secretary that a majority of the votes cast have been voted in favor of the election of each Director nominated. I declare that this motion is carried with respect to each of them.
On the matter of appointing PricewaterhouseCoopers LLP as auditors, I'm advised by the Secretary that a majority of the votes cast have been voted in favor of this resolution as well, and I declare that this motion is carried. On the matter of the amendments to the FirstService stock option plan, I'm advised by the Secretary that a majority of the votes cast have also been voted in favor of this resolution, and therefore, I declare that this motion is also carried. Finally, on the matter of the advisory resolution on FirstService's approach to executive compensation, I'm advised by the Secretary that a majority of the votes cast have been voted in favor of this resolution, and I therefore declare that this motion is also carried. As there's no further business, I declare the formal portion of this meeting to be terminated.
We will now have a short management presentation.
Welcome again to our Annual General Meeting for 2025. It was an interesting year for us at FirstService, a challenging year that highlighted the resilience of our business model. Many of our brands were faced with a soft demand environment resulting from trade tensions, geopolitical conflict, and a weak housing market. In addition, our restoration and roofing brands experienced an unusually mild year in terms of claim volume and weather-related damage. Despite these headwinds, we grew our revenues by 5%, increased EBITDA by 10%, and delivered earnings per share growth of 15%. We're very proud of how we performed in 2025 in the face of these macro challenges.
The growth and increased profitability are first and foremost a testament to the commitment of our teams, and secondly, a positive reflection on the diversification of our brands and durability of our businesses. Over the years, we have demonstrated our ability to win and grow in difficult markets, and our results in 2025 are yet another example. We view the current economic uncertainty and challenging demand environment not as a setback, but rather as an opportunity to invest and further differentiate our brands from the competition. During 2025, we continued to invest in all our brands with a long-term growth mindset. We invested in systems to drive efficiencies, talent to position us for future growth, and tuck-under acquisitions for geographic expansion.
Our focus continues to be on building iconic brands over the long term, one step at a time, through tough markets and through buoyant markets. I'd now like to invite Jeremy Rakusin, our CFO, to review our overall financial performance, capital allocation, and balance sheet liquidity, and then I'll return with some closing comments.
Thank you, Scott. Good morning, ladies and gentlemen. We delivered solid annual consolidated financial results in 2025, which included revenues of $5.5 billion, a 5% increase over 2024. Adjusted EBITDA at $563 million, up 10% year-over-year and driving a 40 basis points margin improvement to 10.2% in 2025 versus 9.8% in the prior year. Finally, adjusted earnings per share came in at $5.75, up 15% versus 2024. Our earnings per share year-over-year growth exceeded the top line and EBITDA performance with the benefit from lower interest costs driven by our strong free cash flow and balance sheet deleveraging, which I will walk through in a little further detail towards the end of my commentary.
Now, some brief perspectives to put last year's financial results in the context of our long-term growth track record, particularly around organic top-line growth and EBITDA margin improvement. While macro headwinds tempered our ability to generate organic top-line growth across some of our brands in 2025, this performance represents a distinct outlier against our long-term trend. We have averaged more than 6% organic revenue growth both over the past five years and for more than 10 years. Our focus on organic growth is a key foundation of our business model and has typically underpinned our long-term financial track record. We believe that going forward, we will resume our more typical trend of mid-single-digit organic growth. Also of note in 2025 was our ability to counter the market-driven softer top-line growth by delivering strong operating margin improvement and double-digit earnings growth.
This was an impressive performance by our operating leaders and teams in driving efficient and disciplined job execution. In particular, our FirstService Residential property management operations captured 50 basis points of margin enhancement through AI and other client service-focused efficiencies. Our restoration brands realized margin improvement despite lower year-over-year revenues with their technology platform investments yielding ongoing cost efficiencies across multiple fronts. It also marks the third consecutive year of consolidated EBITDA margin expansion at FirstService, reflecting the collective effort of our operating teams on driving profitable growth. All of our brands remain committed to delivering incremental margin enhancement over time as we build further upon our long-term track record of strong profitability. During 2025, we also generated $445 million in operating cash flow, a 56% increase over the prior year.
We deployed a total of approximately $285 million towards our three key investment areas. First, maintenance capital expenditures of a little more than $125 million to support the organic growth of our brands, resulting in roughly $320 million of free cash flow. Second, tuck-under acquisition investments exceeding $100 million to advance the market position and growth initiatives of our operating platforms. Third, return of capital approaching $50 million to our shareholders via another annual dividend hike of 10%, maintaining our track record of such dividend increases for more than 10 years. Given our strong free cash flow, we were steadily able to delever our balance sheet by paying down over $200 million in debt through the year.
Our 2025 year-end leverage, measured by Net Debt- to EBITDA, now sits at a very conservative 1.6 x, down from 2 x at the prior year-end. Our capital structure is well-balanced with floating and fixed debt instruments and long dated maturities. Finally, our liquidity to fund future growth is approaching $1 billion, the highest level in the history of the company. This significant balance sheet strength is a cornerstone of the FirstService operating philosophy, and we are very well positioned to be assertive in deploying capital as opportunities emerge. Now back to Scott for his closing remarks.
Thank you, Jeremy. As we look forward, we believe economic uncertainty will continue to impact the demand environment throughout 2026. However, we fully expect to deliver another solid year of top and bottom line growth. We remain committed to our long-term goal to grow our revenues at an average annual rate of at least 10% with incremental growth at the EBITDA and earnings per share lines. We've exceeded this target for more than 30 years, and we're confident we will continue delivering on this goal for years to come. The long-term track record is something I've been fortunate to be a part of. 2025 marked an important personal milestone for me, my 30th year with FirstService and my 10th year serving as Chief Executive Officer.
I've been proud to be part of this organization from the day I joined, and it's my honor and privilege to lead it as CEO. My greatest source of pride is our people, our culture, and our unwavering focus on serving our customers, our communities, and one another. We're a service company. We have over 30,000 associates, and we know our people are our greatest asset. The unique FirstService culture is our day-to-day differentiator and the foundation of our success for more than 30 years. It fuels our passion around service excellence and drives consistent organic growth, and it gives us confidence we will sustain this success in the future. In closing, I'd like to thank our operating leaders for their shared passion for building iconic winning brands and our teams for living our values and delivering on our brand promises every day. Thank you.
Before concluding, we will be pleased to answer any questions as submitted on the Lumi Virtual Meeting platform. I'm Abel Escobar, Corporate Secretary, and I have with me Mr. Scott Patterson, CEO, and Mr. Jeremy Rakusin, CFO. Are there any questions? There are no questions. This concludes this year's meeting. Thank you for joining us today.