Good morning and welcome to the annual general meeting of shareholders of GFL Environmental Inc. My name is Patrick Dovigi and as Founder, CEO, and Chairman of the board of directors of GFL, I will chair today's meeting. On behalf of our management and directors, I would like to welcome you to the meeting. In terms of our agenda, I will call this meeting to order shortly and we will address some preliminary matters.
After that, the formal items of business will be moved and voted on, and the results will be announced at the end of the meeting. Only registered shareholders or their duly appointed proxy holders can vote at this meeting. However, all meeting participants can ask questions by following the instructions on the meeting website. After the formal part of the meeting, we will hold a Q&A session.
I will now call to order the annual general meeting of GFL shareholders. With the consent of the meeting, I appoint Mindy Gilbert to act as secretary and moderator of the meeting. Before the formal portion of the meeting begins, Mindy will provide some information on how the meeting will operate.
Thank you, Patrick. Voting on all matters at the meeting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders can vote on each item using the electronic ballot feature available on your screen. The electronic ballot will be open for all resolutions at the same time. This will allow you to vote on each resolution immediately or throughout the meeting.
If you have already voted by proxy, you do not need to vote again during the meeting, as your vote has been recorded and will be counted by the scrutineer. Registered shareholders and duly appointed proxy holders who have already submitted a valid proxy and want to vote again by electronic ballot at the meeting will be revoking any previously submitted proxies, and only the electronic ballot submitted today at the meeting will be counted.
At the end of the formal part of the meeting, we will have a Q&A session. Questions can be submitted using Lumi's instant messaging service. When asking a question, please indicate your name, which entity you represent, if any, and confirm if you are a registered shareholder, a duly appointed proxy holder, a beneficial shareholder, or a guest.
Questions will only be addressed at the end of the formal part of the meeting, except for questions regarding procedural matters or directly related to the motions before the meeting, which may be addressed during the meeting. During the Q&A session, we will answer questions that are relevant to GFL and the meeting matters. Questions should be succinct and cover a single topic. We will do our best to answer all relevant questions, but we will not answer any questions that relate to material nonpublic information or that are otherwise not appropriate.
If we encounter any technical difficulties, please remain logged on and we will resume as soon as possible. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on CEDAR+ and EDGAR.
A number of factors and assumptions were applied in the formulation of these statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors, and assumptions, we redirect you to our public filings, including our most recently filed annual report on Form 40F. I will now turn it over to Patrick to proceed with the formal portion of today's meeting.
Thank you, Mindy. With the consent of the meeting, I appoint Computershare Investor Services Inc., through its representative to act as scrutineer. The scrutineer will report on the number of subordinated voting shares, multiple voting shares, Series A convertible preferred shares, and the Series B convertible preferred shares represented directly and by proxy at this meeting.
The scrutineer will also tabulate the votes and report the results at the end of the meeting. The purpose of today's meeting is set out in our management information circular dated April 3rd, 2024. The notice calling this meeting, the form of proxy, and the management information circular were provided to shareholders pursuant to applicable notice and access provisions and have been filed on CEDAR+ and EDGAR. The materials are also available on our website. Unless there are any objections, I will dispense with reading of the notice of the meeting.
I ask that copies of the notice, the circular, and the affidavit of mailing of the notice and access notification be kept by the secretary with the records of the meeting. The scrutineer's report indicates that the quorum requirements in our bylaws have been met, and as such, we are permitted to proceed with the meeting.
A copy of the final report on attendance will be filed with the records of the meeting. Voting is being conducted by a single electronic ballot. Voting will close approximately one minute after the conclusion of the formal business of the meeting. If you are a registered shareholder or duly appointed proxy holder, the online ballot will now be available on your screen. To expedite the meeting, I will propose and second all motions, but this is not meant to limit any questions with respect to the motions.
The first item of business is the presentation of the audited financial statements for the fiscal year ended December 31, 2023, as well as the auditor's report. These were made available on February 23rd, 2024, on CEDAR+ and EDGAR, as well as on our website. Unless there is an objection, I will dispense with the reading of the auditor's report.
On May 1st, we released our earnings for the first quarter of 2024. A recording of our May 22nd quarterly webcast is available on our website. I will not repeat the contents of that webcast, but I will say that I'm extremely proud of the hard work and commitment of our 20,000 employees as we had yet another exceptional start to the year. We will now move to the next item on today's agenda, which is the election of our directors.
As outlined in the circular, the following 10 directors have been nominated to hold office until the close of the next annual meeting of shareholders or until his or her successors are duly elected or appointed. All of the nominees are currently serving as directors of GFL. They are myself, Dino Chiesa, Violet Konkle, Sandra Levy, Jessica McDonald, Arun Nayar, Paolo Notarnicola, Ven Poole, Blake Sumler, and Raymond Svider.
The circular contains information on each of the 10 nominees, nine of whom are considered independent under Canadian and U.S. securities laws and the rules of the New York Stock Exchange. I declare the nomination for directors to be closed. As described in the circular, we have adopted a majority voting policy under which any director nominee who receives more votes withheld than four must tender his or her resignation to me following the meeting.
The resignation will be accepted by the board of directors unless it determines, in consultation with our Nomination, Governance and Compensation Committee , that there are exceptional circumstances that we should delay the acceptance of the resignation to justify rejecting it. I move and second a motion to nominate the directors as set forth in the circular. The next item of business is the appointment of our auditor.
I move and second that KPMG LLP will be reappointed as auditor of GFL for the ensuing year until its successor is appointed and that the board be authorized to fix KPMG's remuneration for the ensuing year. We will now move on to the final item of business, which is the consideration of the advisory non-binding resolution on the company's approach to executive compensation, also referred to as the say-on-pay advisory resolution.
I move and second that the say-on-pay advisory resolution as set out in the circular be approved. I will now respond to any procedural questions raised by any shareholder about the motions we have just presented. Please type into the instant messaging window any procedural questions you may have.
Mr. Chairman, there are no procedural questions that have been raised by any shareholder.
Thank you. For those who have not voted on the resolutions, please do so now. After 1 minute, the voting page will disappear and your electronic ballot will automatically be submitted. We will now start the timer now and the ballots will close on all resolutions in 1 minute. Voting is now closed. I would ask that the scrutineers compile their report on voting to be read by the secretary of the meeting before we end the formal portion of the meeting.
Mr. Chairman, I have received the scrutineer's report and can confirm the following. Each of the 10 nominees named in the management information circular have been elected as directors of the company to serve until the next annual meeting of shareholders or until his or her successor is elected or appointed.
KPMG LLP has been appointed as auditor of the company to serve until the next annual meeting of shareholders or until a successor auditor is appointed and the board of directors is authorized to fix their remuneration. The say-on-pay advisory resolution has been approved.
As there is no further formal business to be brought before the meeting, I move and second that the formal portion of today's meeting be concluded. We will now begin the Q&A session of the meeting. All meeting participants can submit questions using the messaging platform on your screen. Please type in your messages and questions now. Mindy, please read any questions to be addressed.
Mr. Chairman, there are no questions to be addressed. Thank you all for joining the meeting today. The webcast will now end.