Canada Goose Holdings Inc. (TSX:GOOS)
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15.93
-0.07 (-0.44%)
Apr 27, 2026, 4:00 PM EST
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AGM 2022

Aug 12, 2022

Dani Reiss
Chairman and CEO, Canada Goose

Good morning, everyone. This is Dani Reiss, Chairman and Chief Executive Officer of Canada Goose. On behalf of our management team, directors and employees worldwide, it is my pleasure to welcome you to our annual meeting of shareholders. I first wanna take this moment to say how proud I am of our team. The dedication, energy and resilience of our employees embodied this year has helped to drive our success. Despite the challenges in today's environment, we closed the year with record sales, breaking the C$1 billion mark for the first time. This is a testament to the craftsmanship and functionality of our products and the strength of the brand. Throughout the year, we've also made incredible progress against the key pillars of long-term growth. The first is continuing to grow our direct-to-consumer mix overall.

Since opening our first e-commerce site in Canada in August of 2014, DTC revenue has grown to represent over 67% of total revenue. Secondly, increase in penetration in key markets. While maintaining our focus on our home market of Canada, we have significantly advanced the size of our business in the United States, EMEA and Asia Pacific in recent years, and we plan to build on this momentum through further market development and distribution expansion. Thirdly, growing our product offerings. As a product-led function first brand, we continue to evolve and expand our offering across styles, uses and climates. While continuing to grow our outerwear business, we are building out adjacent offerings, including rainwear, windwear, knitwear, fleece, footwear and accessories. Finally, expanding our margins.

As our DTC mix further increases, we expect to capture incremental gross margin on a consolidated basis and realize higher operating margins. We continue to successfully execute against our objectives, and I could not be more proud of what our global team has accomplished in this past year and more excited about the opportunity that lies ahead of us at Canada Goose. We continue to deliver against our promise to keep the planet cold and the people on it warm. It's clear the role that business must play in today's world and our responsibility to drive change. We cannot be passive observers, and I'm proud that our entire organization shares our passion and commitment to create a more sustainable future. Finally, on behalf of the entire company, I wanna thank you for your support and belief in our brand and our journey.

I will now turn it over to David Forrest, General Counsel, who will chair the remainder of the meeting.

David Forrest
Senior Vice President, General Counsel, Canada Goose

Good morning, everyone. My name is David Forrest, General Counsel of Canada Goose, and with consent of the meeting, I will also chair today's meeting. On behalf of our management, directors and employees worldwide, it is my pleasure to welcome you to our annual general and special 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 would like to introduce you to the people with me today. You have already heard from Dani Reiss, our Chairman and Chief Executive Officer, Jonathan Sinclair, Executive Vice President and Chief Financial Officer, Hany Giang Duiec , our in-house counsel, and a representative from Computershare, the company's transfer agent and this meeting's scrutineer.

Please note that only registered holders of subordinate voting shares and multiple voting shares of record June 22nd, 2022, 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 the 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 with the rules for the orderly conduct of the meeting that I will 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 proxy holder 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 proxy holder.

Questions will generally be read out loud and are during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting if relevant. Questions or comments containing inappropriate language, profanities, hostilities, or otherwise disruptive to the orderly conduct of the meeting for 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 purposes of the meeting today, voting on all matters will be conducted by a single electronic ballot. Registered shareholders or duly appointed proxy holders will be asked to vote on 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've registered your votes for all business items for 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 statement made today, including any forward-looking statement 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 2023 earnings release filed with SEDAR and EDGAR on May 19, 2022 and August 11, 2022 respectively, as well as the 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 these statements. We'll 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 Han-Yi Keng, counsel at Canada Goose, to act as secretary of the meeting. In addition, I appoint our transfer agent, Computershare Investor Services Inc., through its representatives as scrutineer.

The scrutineer will report on the number of subordinate voting shares and multiple voting shares represented in person or 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 24, 2022. 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 with all relevant information to all shareholders on or about July 7, 2022. As mentioned in such notice, shareholders had access to the circular and the notice of meeting on Computershare's Envision platform and on the SEDAR website since July 7, 2022. Accordingly, I will dispense with the reading of the notice of meeting.

Copies of the circular and other meeting materials may be downloaded at any time from Computershare's Envision platform 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 25% of the outstanding shares plus a majority of multiple voting shares entitled to be voted at the meeting present in person or represented by proxy. This means the quorum requirements for the company's articles, 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 today's meeting, voting on all matters will be conducted by 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 votes. 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 today. I may therefore declare motions which will go to a vote today as carried, even though all 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 needs to be seconded. I now declare that this meeting was properly called and duly constituted for the transaction of business. Please note that the minutes of the last annual meeting of shareholders held on August 12, 2021 , are available for review on demand.

I will dispense with the reading of the minutes of the last annual meeting, and I direct 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 3, 2022, as well as the auditor's financial 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 under the company's profile on the SEDAR and EDGAR websites on May 19, 2022. With the consent of the meeting, I will dispense with the reading of the auditor's report. Please note 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 10 individuals to the board of directors. The term of office of the directors is from today until 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 10 nominees recommended for election as directors. The 10 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 directors of the company to hold office until the next annual meeting of shareholders or until his or her successors are duly elected or appointed.

They are Dani Reiss, Ryan Cotton, Joshua Bekenstein, Stephen Gunn, Jean-Marc Huët, John Davison, Maureen Chiquet, Jodi Butts, Michael D. Armstrong, and Belinda Wong. Each of the persons nominated has confirmed that 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. As I mentioned at the beginning of this meeting, voting today is being conducted by a single electronic ballot. Voting opened earlier at the beginning of the formal part of today's meeting. You may therefore cast your votes now, if not already done. We will 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 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 the board of directors be authorized to fix their remuneration. The motion is now on the floor. You may cast your votes by accessing the Voting tab of the Lumi Virtual Platform now. Unless there are any questions on the motion, we will continue with the next item of business.

The third matter to be acted upon and the last item of business for today's meeting pertains to the amendment of the Omnibus Incentive Plan of Canada Goose.

As more fully described in the Management Information Circular dated June 24, 2022, the company is proposing to amend the Omnibus Incentive Plan by replenishing and increasing the number of shares reserved for issuance under the plan, such that the fixed maximum number of subordinate voting shares reserved for issuance as at the effective date of the amendment to the Omnibus Incentive Plan would be equal to 9,373,129 subordinate voting shares, representing about 8.9% of the subordinate voting shares and multiple voting shares issued and standing as at today's date, plus any subordinate voting shares underlying options governed by the company's December 2013 stock option plan, which expired or forfeited after March 13, 2017.

Moreover, the company proposes to limit the number of subordinate voting shares reserved for issuance pursuant to the settlement of restricted share units granted under the Omnibus Incentive Plan to a number equal to 50% of the share reserve under the plan from time to time, provided that, for greater certainty, restricted share units not settled or not subject to be settled through the issuance of subordinate voting shares should be disregarded for the purpose of such limit. The full text of the resolution approving the amendment to the company's Omnibus Incentive Plan is set out on page 31 of the Management Information Circular.

In order for this resolution to be passed, it must be approved by the affirmative vote of not less than a majority of the votes cast in respect thereof by the shareholders of the company present at the meeting in person or represented by proxy. I now move that the resolution of the shareholders of the company, the full text of which is reproduced in the Management Information Circular, authorizing the approving of the amendment to the company's Omnibus Incentive Plan be approved. The motion is now on the floor. Unless there are any questions or comments on the motion, I will move on to voting. As previously mentioned, voting today is conducted by a single electronic ballot. Voting opened at the beginning of the formal part of today's meeting. If you have not yet cast your vote for the motion, please do so now.

Please register your votes by accessing the Voting tab and pressing on 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, and the For or Against buttons next to the resolution with respect to the approval of the amendment to the company's Omnibus Incentive Plan. 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 will provide registered shareholders and duly appointed proxy holders approximately one minute to complete their electronic ballots. Voting is now closed. Thank you all for submitting your votes.

Now that 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 of each motion put forth in front of the meeting will be available on SEDAR and EDGAR within the next business day. 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 10 nominees has 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 amendment of the company's omnibus incentive plan in order to replenish and increase the fixed number of subordinate voting shares reserved for issuance under the omnibus incentive plan and to limit the maximum number of shares reserved for issuance pursuant to the settlement of restricted share units granted thereunder has been approved. The formal items of business as set out in the notice of the meeting have now been dealt with. There are no further business to come before the meeting, I declare the formal part of the meeting to be concluded. At this point, we'd be happy to answer a few questions from registered shareholders or duly appointed proxy holders. For each question we answer, we will summarize the question and read out loud the name of the person who asked the question and, if applicable, the entity such person represents.

We would like to remind you that questions which are already answered or that are redundant, repetitive will not be read out loud nor answered. We will now start the question period. As we have not received any questions, we are now concluding the question and answer 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 would also like to thank you, all our shareholders, for their commitment and support. We look forward to your attendance again next year.

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