GFL Environmental Inc. (TSX:GFL)
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May 5, 2026, 4:00 PM EST
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AGM 2022

May 18, 2022

Patrick Dovigi
Founder, President, CEO, and Chairman of the Board, GFL Environmental Inc

Good morning, and welcome to the annual general meeting of shareholders of GFL Environmental Inc. My name is Patrick Dovigi, and as Founder and 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. The other representatives of GFL who are present with me at the meeting are Luke Pelosi, our Executive Vice President and Chief Financial Officer. Mindy Gilbert, our Executive Vice President and Chief Legal Officer. Greg Yorston , our Executive Vice President and Chief Operating Officer, and Joy Grahek, our Executive Vice President of Strategic Initiatives. Most of our directors are also joining us virtually today. 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'll hold Q&A session where Luke and I will be available to take your questions. I 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.

Mindy Gilbert
EVP and CLO, GFL Environmental Inc

Thank you, Patrick, and good morning. Voting on all matters of 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 the resolutions at the same time. This will allow you to vote on each resolution immediately or throughout the meeting. If you've 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, you revoke any previously submitted proxies, and only the electronic ballot submitted 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 the question, please indicate your name and which entity you represent, 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 period, 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 non-public information.

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 SEDAR and EDGAR. A number of factors and assumptions were applied in the formulations of these statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we refer you to our public filings, including our most recently filed annual report on Form 40-F. I will now turn it back over to Patrick to proceed with the formal portion of today's meeting.

Patrick Dovigi
Founder, President, CEO, and Chairman of the Board, GFL Environmental Inc

Thank you, Mindy. With the consent of the meeting, I appoint Computershare Investor Services Inc as representative to act as scrutineer. The scrutineer will report on the number of subordinate voting shares , multiple voting shares, Series A convertible preferred shares, and Series B convertible preferred 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 detail in our Management Information Circular dated April 8, 2022. The notice calling this meeting, the formal proxy, and the Management Information Circular were provided to all shareholders pursuant to the notice- and- access positions of National Instrument 54-101 and have been filed on SEDAR and EDGAR. The materials are also available on GFL's website.

Unless there is any objection, I will dispense with the reading of the notice of the meeting. I ask that copies of the notice, circular, and the affidavit proving the due mailing of the notice- and- access notification be kept by the Secretary with the records of the meeting. The scrutineer's report indicates that at least two shareholders holding an aggregate of more than 25% of the voting rights attached to the shares entitled to be voted at the meeting are present or represented by proxy. This meets the quorum requirements in our bylaws, so 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 be closed approximately one minute after the conclusion of the formal business of the meeting.

If you are a registered shareholder or a 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 our audited financial statements for the fiscal year ended December 31, 2021, as well as the auditor's report thereon. These were made available on February 10, 2022 on SEDAR and EDGAR as well as our website. Unless there is any objection, I will dispense with the reading of the auditor's report. On May 4, we released our earnings for the first quarter of 2022. A recording of our May 5 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 over 18,000 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 nine directors have been nominated to hold office until the close of the next annual meeting of shareholders or until his or her successor is duly elected or appointed. All of the nominees are currently serving as directors of GFL. They are myself, Dino Chiesa, Violet Konkle , Jessica McDonald, Arun Nayar, Paolo Notarnicola, Ven Poole, Blake Sumler and Raymond Svider.

The circular contains information on each of the nine nominees, seven 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 for 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 should delay the acceptance of the resignation or justify rejecting it. I move and second the motion to nominate the directors as set forth in the circular. We will now move on to the next item of business, which is the appointment of our auditor.

On August 20, 2021, KPMG LLP was appointed as the company's auditor, subject to the ratification of shareholders. I move and second that KPMG LLP be appointed auditor of GFL for the ensuing year or until a successor is appointed, and that the board authorize to fix KPMG's remuneration for the ensuing year. That brings us to the final item of business for the meeting, which is the consideration of the advisory non-binding resolution on the company's approach to executive compensation, also referred to as say- on- pay advisory resolution. I move and second that the say- on- pay advisory resolution as set out in the script be approved. I will now respond to any procedural questions raised by any shareholders about the motion we have just presented. Please type into the instant messaging window any procedural questions you may have.

Mindy Gilbert
EVP and CLO, GFL Environmental Inc

Patrick, there are no procedural questions that have been raised by any shareholder.

Patrick Dovigi
Founder, President, CEO, and Chairman of the Board, GFL Environmental Inc

Thank you. For those who have not voted on the resolutions, please do so now. After one minute, the voting page will disappear and your electronic ballot will be automatically submitted. We will start the timer now and the ballots will close on all resolutions in one minute. Voting is now closed. I would ask that the scrutineers compile the report on the voting to be read by the Secretary of the meeting. Before we end the formal portion of this meeting.

Mindy Gilbert
EVP and CLO, GFL Environmental Inc

Mr. Chairman, I have received the scrutineers' report and can confirm the following. Each of the nine 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.

Patrick Dovigi
Founder, President, CEO, and Chairman of the Board, GFL Environmental Inc

As there is no further formal business to be brought before this meeting. I move and second that the formal portion of today's meeting be concluded. I would now like to call upon Luke Pelosi to join me for a Q&A session. All the meeting participants can submit questions during the Q&A session via the messaging platform on your screen. Please type in your questions now. Mindy, please read any questions that need to be addressed.

Mindy Gilbert
EVP and CLO, GFL Environmental Inc

Mr. Chairman, there are no questions to be addressed. Thank you all for joining the meeting today. The webcast will now end.

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