H&R Real Estate Investment Trust (TSX:HR.UN)
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At close: Apr 24, 2026
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AGM 2024

Jun 20, 2024

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Good morning. I would like to welcome everyone and introduce myself. I am Tom Hofstedter, CEO and Trustee of the REIT. As you're aware, this is a virtual unit holders meeting. The REIT has decided this virtual-only format allows us to reach the greatest number of our unit holders as possible, and it gives registered unit holders and duly appointed proxy holders an opportunity to attend, regardless of their geographic location. We thank you for joining us. We have ensured that this virtual meeting offers unit holders and duly appointed proxy holders the opportunity to participate in the meeting. As in the past, we expect that the vast majority of all votes have been cast in advance of the meeting by proxy.

However, registered unit holders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with instructions to be provided. Only duly appointed proxy holders and validated unit holders may ask questions in a designated field on the web portal. Out of consideration for others, please limit yourself to one question. Questions can be submitted by typing the text of your question in the Ask a Question box and clicking the Submit button. Given the virtual format of the meeting, and in order for us to expediently undertake discussion on any matter posed for vote, we ask that any questions or comments you have that specifically relate to a formal item of business be submitted now. When doing so, please make sure you clearly identify the applicable formal item of business to which your submission relates.

During the course of this meeting, such submissions will be addressed at the appropriate time prior to voting on the applicable motion. A general question and answer session will be held at the end of the meeting. Before beginning the meeting, I'd like to remind unit holders that certain statements and responses to questions that arise at today's meeting may contain forward-looking information, which reflect the current expectations of management regarding future events and performance, are based on assumptions by management, they are subject to risks and uncertainties that could cause actual results to differ materially, and speak only as of today's date. The material factors and assumptions applied by management when making forward-looking statements include the factors and assumptions identified in the REIT's filing on SEDAR+. As is our custom, I shall be reading through the agenda very quickly, as it is really repetitive.

I now call the meeting to order with the consent of the trustees of the REIT and of the meeting. I will act as chair of the meeting. Eric Moncik of Blake, Cassels & Graydon, legal counsel of the REIT, will act as Secretary of the meeting, and Broadridge Investor Communications Corporation and by its representatives will act as scrutineer at the meeting. The notice calling the meeting and the other requisite material have been sent to those persons. As required, the reading of the notice of the meeting will accordingly be waived. I have received the scrutineer's preliminary report on attendance.

The preliminary scrutineer's report indicates that there are not less than two unit holders or proxy holders present and holding, and holding or representing, and the aggregate not less than 25% of the combined total number of the outstanding units and special voting units of the REIT enjoying voting rights at this meeting. As a result, I declare a quorum for the meeting to be present. I therefore declare the meeting to be regularly constituted. I would like to refer you to the financial statements of the REIT for the year ended December 31, 2023, together with the report of the auditors thereon, management's report to the unit holders. I do not propose that these statements or reports be read. They are publicly available and have been sent to the unit holders through notice and access.

I'll now present the matters to be voted upon, the meeting being the election of trustees, the appointment and remuneration of auditors, the advisory vote regarding executive compensation, the approval of certain amendments to the continuation of the REIT's Unitholder Rights Plan, and the approval of certain amendments to the REIT's incentive unit plan. The voting at today's meeting will be conducted by online ballot for all matters. If you are a registered unitholder that has already submitted a completed proxy, there is no need for you to vote online, as your vote will be recorded in accordance with your proxy instructions.

However, if you wish to change a vote, or if you are a registered unitholder or a duly appointed proxy holder that has not already voted, you may view your available voting options and submit your vote by clicking on the Vote Here button on your screen and selecting one of the voting choices displayed on your screen. The polls will be open for all items of business to be voted upon at the same time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of discussion on each item prior to the casting of your vote. The polls will close immediately following the conclusion of the last matter of regular business.

If they have not already done so, unitholders and duly appointed proxy holders wishing to submit questions or comments, specifically these core motions, should do so now. Appropriate questions and comments will be read and responded to prior to the closing of voting on these matters. Once the discussion is concluded on all items of business, we will pause briefly so you can enter your votes. I will then declare voting closed on all matters of business. The results of the votes will be announced after the close of the meeting. I now declare the polls open in all items of business. I'll now proceed with the election of the trustees of the REIT for the coming year. The number of trustees of the REIT to be elected today has been set by the Board of Trustees at 10.

The REIT's nominees, namely myself, Thomas Hofstedter, Leonard Abramsky, Lindsay Brand, Jennifer Chasson, Donald Clow, Mark Cowie, Stephen Gross, Brenna Haysom, Juli Morrow, and Marvin Rubner, are to be elected at the meeting to hold office until the close of the 2025 annual meeting of unitholders of the REIT. As we did not previously receive timely notice of any further nominations of persons for election as trustees of the REIT as required by the advance notice provisions of the REIT's Declaration of Trust, I declare the nominations closed, and I now ask someone to nominate the REIT trustees.

Speaker 3

I nominate Leonard Abramsky, Lindsay Brand, Jennifer Chasson, Donald Clow, Mark Cowie, Stephen Gross, Brenna Haysom, Thomas Hofstedter, Juli Morrow, and Marvin Rubner as trustees of the REIT for the term, as previously stated.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. Mr. Blumenthal, have any questions or comments coming from unit holders specifically on this item?

Speaker 3

Mr. Chair, Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

We will now proceed to the next line of business. The next line of business is the appointment of auditors for the REIT for the current year at such remuneration as may be fixed by the trustees of the REIT. I will now ask that someone move a resolution to appoint the REIT's current auditors, KPMG LLP.

Speaker 3

I move that KPMG be appointed auditors of the REIT to hold office until the close of the next annual meeting of unitholders, at such a remuneration as may be fixed by the trustees of the REIT.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. Mr. Blumenthal, have any questions or comments from unit holders specifically on this item?

Operator

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. We'll now proceed to the next item of business. Next item of business is to consider, and if deemed advisable, approve the non-binding advisory resolution to accept the approach to executive compensation disclosed in the Management Information Circular dated May 16th, 2024 . I now ask that someone move a resolution approving the non-binding advisory resolution.

Speaker 3

I move that the unitholders adopt the following resolution: Resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Trustees, that the unitholders accept the approach to executive compensation disclosed in the Management Information Circular, delivered in advance of the 2024 annual meeting of unitholders.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. Mr. Blumenthal, have any questions or comments come in from unitholders specifically on this item?

Speaker 3

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically related to this.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. We'll now proceed to the next item of business. Next item of business is to consider and if thought fit, pass the resolution in the form attached to Schedule D to the Management Information Circular dated May 16, 2024, approving certain amendments to and the continuation of the REIT's Unitholder Rights Plan. I will now ask that someone move the resolution approving the amendments to the Unitholder Rights Plan and continuation of such plan as described in Schedule D to the Management Information Circular.

Speaker 3

I move that the resolutions attached to Schedule D to the Management Information Circular dated May 6, 2024, be approved.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. Mr. Blumenthal, have any questions or any comments come in from unitholders to speak on this item?

Speaker 3

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

The next item of business is to consider, and if thought fit, pass the resolution in the form attached to Schedule F to the Management Information Circular, dated May 16, 2024, approving certain amendments to the REIT's Incentive Unit Plan. I'll now ask that someone enable the resolution approving the amendments to the Incentive Unit Plan as described in the Schedule F to the Management Information Circular.

Speaker 3

I move that the resolutions attached at Schedule F to the Management Information Circular, dated May 6, 2024, be approved.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. Mr. Blumenthal, any questions?

Speaker 3

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. We have now discussed all matters to be voted upon at the meeting, and as everyone has had the opportunity to vote, I declare the polls for the 2024 annual meeting of unitholders of the REIT closed. The scrutineer has provided me with the preliminary voting results regarding the election of the trustees. Based on the preliminary scrutineer's report, which has been provided, I declare that each of those individuals nominated as trustees are elected as trustees. I've also received the scrutineer's preliminary report on voting results on the resolution regarding the appointment of, and remuneration of the auditors of the REIT, the non-binding advisory resolution to accept the approach to executive compensation.

The resolution approving certain amendments to and the continuation of the REIT's Unitholder Rights Plan, and the resolution approving certain amendments to the REIT's Incentive Unit Plan. Each is disclosed in the Management Information Circular dated May sixth, two thousand and twenty-four. The report shows that each such resolution has received a majority of the votes cast in favor of such resolution. I declare all four resolutions carried. The specific results of the individual votes for each trustee and the results for the other resolutions will be reported as part of the final voting results filed under applicable securities legislation. Mr. Blumenthal, any further business?

Speaker 3

Mr. Chairman, I confirm that we have not received any comments from unitholders specifically relating to additional items of business that may be properly brought before this meeting.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. There being no further business to come before the meeting, the formal business portion of the 2024 annual meeting of unitholders for the REIT is now terminated. We'd now like to open the meeting up for unitholder questions and comments. Mr. Blumenthal, we'll read any unitholder questions that have been submitted, and we would be pleased to answer them at this time.

Speaker 3

I confirm that we have not received any questions or comments from unitholders relating to this part of the meeting.

Tom Hofstedter
CEO, H&R Real Estate Investment Trust

Thank you. This concludes the question and answer period and formal business portion of the meeting. I'd like to thank you on behalf of the Board of Trustees and management of the REIT for joining us today. Have a great summer.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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