Canada Goose Holdings Inc. (TSX:GOOS)
Canada flag Canada · Delayed Price · Currency is CAD
15.93
-0.07 (-0.44%)
Apr 27, 2026, 4:00 PM EST
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AGM 2023

Aug 4, 2023

David Forrest
Senior Vice President and General Counsel, Canada Goose

Good morning, everyone. My name is David Forrest, General Counsel of Canada Goose, and with the consent of the meeting, I will also chair today's meeting. On behalf of our management, directors, and employees worldwide, it's my pleasure to welcome you to our annual meeting of shareholders. I would also like to take this opportunity to thank you on behalf of our whole company for your continued support and belief in our vision. I'd like to introduce you to the people with, with me here today. Carrie Baker, President, Jonathan Sinclair, our Executive Vice President and Chief Financial Officer, Heidi Connor, our in-house Legal Counsel, and a representative from Computershare, the company's transfer agent, and this meeting scrutineer.

Please note that only registered holders of Subordinate Voting Shares and Multiple Voting Shares of record as of June 20th, 2023, or their duly appointed proxy holders, are permitted to participate and vote at this meeting. Following the formal portion of the meeting, and time permitting, the members of management with me today will be available to take a few questions. Shareholders who wish to communicate with the members of management team with me here today, or who wish to present or ask a question in respect of a motion, may do so using the messaging function on the Lumi Virtual interface. Please note that questions or comments submitted using the messaging function of the Lumi Virtual interface will be read out loud and addressed during the question period at the end of the meeting.

In accordance to the rules for the orderly conduct of the meeting, that I'll describe now. As this meeting is held virtually via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions can be submitted by any registered shareholder or duly appointed proxyholder using the messaging function of the Lumi Virtual interface. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or duly appointed proxyholder. Questions will generally be read out loud and addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly relating to the motions before the meeting may be addressed during the meeting, if relevant.

Questions or comments containing inappropriate language, profanities, hostilities, or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be read out loud nor answered. Questions which are already answered or that are redundant or repetitive will not be read out loud nor answered. Questions that are excessively long or partially redundant or repetitive may be summarized. For the purpose of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote each business item at the same time. This will allow you to choose to vote on each resolution as soon as voting opens, or wait until the conclusion of the discussion on each resolution prior to casting your votes.

After you have registered your votes for all business items of today's meeting, the scrutineer will compile the votes in respect of each business item. All dollar amounts referenced in today's meeting are in Canadian dollars. Any forward-looking statements made today, including any forward-looking statements made in the Q&A portion of the meeting, are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Certain material factors and assumptions were considered and applied in making these forward-looking statements. Please refer to our annual earnings release and our Q1 fiscal 2024 earnings release filed with SEDAR and EDGAR on May 18, 2023, and August 3rd, 2023, respectively, as well as risk factors section of our most recent annual report filed on SEDAR and EDGAR.

The forward-looking statements made today speak only as of today, and we undertake no obligation to update or revise any of these statements. We will now proceed with the formal portion of today's meeting. I call to order the annual meeting of the company's shareholders. With consent of the meeting, I appoint Heidi Connor, Counsel at Canada Goose, to act as Secretary of the meeting. In addition, I appoint our transfer agent, Computershare Investor Services Inc., through its representative as scrutineer. The scrutineer will report on the number of Subordinate Voting Shares and Multiple Voting Shares represented in person and by proxy at this meeting and report the voting results. The purposes of today's meeting are set out in the Management Information Circular of the company, dated June 22nd, 2023.

Consistent with previous years, the company is using the notice-and-access regime enabled by Canadian securities laws to make its meeting materials available, and in this regard, sent a notice of all relevant information to all shareholders on or about June 28th, 2023. As mentioned in such notice, the shareholders have had access to the circular and the notice of meeting on the company's investor relations website and on the SEDAR website since June 28th, 2023. Accordingly, I will dispense with the reading of the notice of meeting. Copies of the circular and other reading materials may be downloaded at any time from the company's investor relations website or on the SEDAR website under the company's profile. Our transfer agent, Computershare, has attested to the proper mailing of the notice calling this meeting.

I direct that copies of the notice of meeting, the notice relating to the availability of meeting materials and the form of proxy, with proof of mailing, be kept by the secretary with the records of the meeting. The scrutineer's report indicates that shareholders holding an aggregate more than 2 5% of the issued shares, plus a majority of Multiple Voting Shares entitled to be voted at this meeting, are present in person or represented by proxy. This meets the quorum requirements in the company's articles, 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. As previously mentioned, for the purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot.

At the beginning of the formal part of the meeting, registered shareholders and duly appointed proxy holders will receive a message on the Lumi Virtual Interface, inviting you to register your votes as soon as the polls are opened. You may cast your votes as soon as the polls are opened, or wait until the conclusion of the discussion on each resolution prior to casting your vote. You should know that proxies lodged before this meeting allow management of the company to cast a significant number of votes. Based on the number of shares represented at this meeting, the members of management with me today will be able to determine the outcome of all motions that will go to a vote.

I may therefore declare that motions which go to a vote today as carried, even though all the votes may not have been counted or a final report may not yet be available. I shall do this to keep up the pace of the meeting. To further expedite the formal part of the meeting, I will move all motions. In accordance with the articles of the company, no such motion will need to be seconded. I now declare that this meeting has been properly called and duly constituted for the transaction of business. Please note that the minutes of the last annual meeting of the shareholders, held on August 12th, 2022, are available for review on demand.

I will dispense with the reading of the minutes of the last annual meeting, and I direct that, that a copy of such minutes be inserted and kept in the minute books of the company. I will now continue with the first item of business of today's meeting. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended April 2nd, 2023, as well as the auditor's report thereon. These financial statements and the auditor's report were included in the company's annual report on Form 20-F and were made available on the company's profile on the SEDAR and EDGAR websites on May 18th, 2023. With the consent of the meeting, I will dispense with the reading of the auditor's report.

Please note that we will answer any questions with respect to the financial statements in the general question period only. We now move to the next item on today's agenda. The first matter to be acted upon is the election of nine individuals to the board of directors. The term of office of the directors is from today until the next annual meeting of shareholders, or until such time as their successors have been duly elected or appointed, whichever is sooner. The Management Information Circular contains information on each of the nine nominees recommended for election as directors. The nine nominees are presently directors of the company. Registered shareholders and duly appointed proxy holders may vote for each proposed director nominee individually.

I nominate each of the following persons for election as a director of the company to hold office until the close of the next annual meeting of shareholders, or until his or her successors are duly elected or appointed. They are Michael D. Armstrong, Joshua Bekenstein, Jodi Butts, Maureen Chiquet, Ryan Cotton, John Davison, Stephen Gunn, Dani Reiss, and Belinda Wong. Each of the persons nominated has confirmed he or she is prepared to serve as a director, and each of them qualifies as a director under the provisions of the British Columbia Business Corporations Act. The motion is now on the floor. You may therefore cast your votes now, if not already done. We remind you that if you previously voted by proxy, you do not need to vote again on the platform.

We will now continue with the next item of business, which is the appointment of the company's auditors. The second matter to be acted upon at today's meeting is the appointment of the auditors of the company for the ensuing year, and authorizing the directors of the company to fix the remuneration of the auditors. The audit committee of the company and the board of directors recommend the appointment of our existing auditors, Deloitte LLP, as the auditors of the company for the ensuing year. I move that Deloitte LLP be appointed auditors of the company until the next annual meeting of shareholders, and that the board of directors be authorized to fix their remuneration. The motion is now on the floor. As previously mentioned, voting today is being conducted by a single electronic ballot.

Voting opened at the beginning of the formal part of today's meeting, and if you've not yet cast your vote for the motions, please do so now. Please register your votes by accessing the Voting tab and pressing the For or Withheld buttons next to the name of each proposed director, and next to the resolution with respect to the appointment of Deloitte LLP as the company's auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will wait a few moments for the completion of the electronic ballots and then move on with the remainder of the meeting. We'll provide registered shareholders and duly appointed proxy holders approximately 30 seconds to complete the electronic ballots. Voting is now closed. Thank you all for submitting your votes.

Now that the voting is completed, I would ask that the scrutineer compile the report regarding the final voting results on all business matters. I direct that the results of the poll for the election of the directors be included in the minutes of the meeting. Detailed voting results for each motion put forth in front of the meeting will be available on SEDAR and EDGAR within the next 24 hours. Based on the proxies received to date, as evidenced by the preliminary scrutineer's report provided at the beginning of today's meeting, I confirm the following: Each of the nine nominees have been elected as directors of the company to serve until the next annual meeting of shareholders or until their successors are elected or appointed.

The appointment of Deloitte LLP as auditors of the company has been approved, and the board of directors has been authorized to fix their remuneration. The formal items of, of business, as set out in the notice of the meeting, have now been dealt with. There is no further business to come before the meeting, I declare the formal part of the meeting to be concluded. There are no registered shareholders or duly appointed proxy holders, other than Jonathan Sinclair, attending this meeting on the Lumi Virtual Interface at this time, we will forgo the Q&A portion of the meeting. On behalf of management, our board of directors, and our employees, I would like to take this opportunity to thank everyone for attending our meeting today. I'd also like to thank all shareholders for their commitment and continued support.

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