This call is being recorded on Wednesday, June 5, 2024. I would now like to turn the conference over to Mr. Jeffrey Hamilton. Thank you. Please go ahead.
Good afternoon. It is now 2:30 P.M., and I ask that the meeting come to order. My name is Jeffrey Hamilton, and I am the Lead Independent Director at Tidewater Renewables Ltd., and I welcome you to this annual and special meeting of Tidewater shareholders. Mr. Jeremy Baines, the Chair and CEO of the company, cannot attend in person today but has joined this meeting by telephone. Mr. Baines has asked that I chair this meeting accordingly. With the consent of this meeting, I, Jeffrey Hamilton, will act as Chair of this meeting. I would like to note that shareholders attending electronically or via phone will not be able to vote through such mediums. However, there will be a question and answer session following the formal business of the meeting, during which all shareholders may ask questions.
Before we proceed with the formal business of today's meeting, I would like to introduce the other directors and officers of Tidewater Renewables who are in attendance today: Todd Moser and Ian Quartly, our CFO. In accordance with Tidewater Renewables' bylaws, I will preside as Chair of this meeting, and I appoint Philip LaFleur to act as Secretary for the meeting. Jennifer Villarreal of TSX Trust Company will act as scrutineer for the meeting. The notice of meeting and related Management Information Circular and a form of proxy were mailed to all registered shareholders of record as of April 16, 2024. Separately, an amendment to the notice of meeting and Management Information Circular was mailed to all such registered shareholders. The amendment set the number of directors at four rather than three and added Mr. Todd Moser as a director nominee.
The declarations of mailing are available for inspection by any shareholder, and I ask that the secretary file a copy of such declarations with the minutes of today's meeting. I have been advised by the scrutineer that a quorum of shareholders is present at the meeting. The scrutineer's report on quorum is available for inspection by any shareholder, and I would ask the secretary to file a copy of it with the minutes of today's meeting. With due notice having been given and a quorum being present, I declare that this meeting has been regularly called and properly constituted for the transaction of business. A description of the matters to be dealt with at today's meeting is in the information circular for the meeting, as amended, which was mailed to shareholders and is publicly available.
In order to facilitate the timely completion of the formal business of today's meeting, I have asked David Lynn and Daniel Thiel, shareholders of Tidewater Renewables, to move and second the motions to be brought before the meeting. I will call on them at the appropriate time. The business to be considered today requires that the resolutions in respect of each matter be passed by a simple majority of the votes cast. I remind everyone that only registered voting shareholders and duly appointed proxy holders are entitled to vote at the meeting. If you are a shareholder who holds shares through a broker, and you submitted a form of proxy or voting information form prior to the voting deadline, your vote has already been counted, and you may not vote again. The matters of business to be voted on today will be voted on by way of ballot.
In order to deal with the matters of business in an efficient manner, the scrutineer has distributed and collected the ballots at the registration table. To facilitate matters, if you are a registered shareholder or a proxy holder, and you have not received a ballot, or you haven't provided the scrutineer with your ballot, can you please raise your hand? As everybody at this meeting has provided a ballot to the scrutineer, we will continue. As a first item of business, I place before the meeting the audited financial statements for the year ended December 31, 2023, together with the report of the auditors. The financial statements were mailed to shareholders and are publicly available. The next item of business is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at four.
I would ask for a motion that the number of directors to be fixed at four.
Mr. Chairman, I move that the numbers of directors to be elected at this meeting be fixed at four members.
Is there a seconder?
I second the motion.
I note that we will be nominating and electing individual directors and not a slate of directors. I will now receive nominations for the election of directors to hold office until the close of the next annual meeting of shareholders... or until their successors are duly elected or appointed.
Mr. Chairman, I nominate the following for election as directors of the corporation: Jeremy Baines, Greta Raymond, Jeffrey Hamilton, and Todd Moser.
I declare the nominations closed. I now ask for someone to move the resolution electing the nominees as directors.
Mr. Chairman, I move that each of the four persons nominated be elected as directors of the corporation to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed.
Is there a seconder?
Mr. Chairman, I second the motion.
As previously stated, the directors will be elected individually and not as a slate. For a nominee to be elected, the votes cast in favor of the election of a nominee must be approved by a simple majority of the votes cast. Voting on the election of directors was conducted by way of ballot, and the scrutineer has advised me that more than 96% of the shares represented at the meeting have been voted for the election of each of the director nominees. Therefore, I declare the motion carried and each of the director nominees elected as directors. The next item of business is the appointment of Tidewater Renewables auditors. Unless there are any questions, I will now ask for someone to move the resolution appointing Deloitte LLP as Tidewater Renewables auditors for the ensuing year.
Mr. Chairman, I move that Deloitte LLP be appointed the auditors of the corporation to hold office until the next annual meeting of shareholders, or until their successor is appointed.
Is there a seconder?
Mr. Chairman, I second the motion.
Voting on the appointment of auditors was conducted by way of ballot, and the scrutineer has advised me that more than 99% of the shares represented at the meeting have been voted for appointment of Deloitte LLP as auditor. Therefore, I declare the motion carried, and Deloitte LLP appointed as Tidewater Renewables auditors for the ensuing year. The next item of business to be considered is the non-binding shareholder advisory vote on Tidewater Renewables approach to executive compensation, commonly known as Say-on-pay. The Say-on-pay advisory resolution is set forth in the information circular. May I please have a motion in respect of the non-binding Say-on-pay advisory resolution?
Mr. Chairman, I move that the non-binding Say-on-pay advisory resolution, as set out in the information circular pertaining to this meeting, be hereby approved.
Is there a seconder?
Mr. Chairman, I second this motion.
Voting on this matter was conducted by way of ballot, and the scrutineer has advised me that more than 99% of the shares represented at the meeting have been voted for the non-binding approval of Tidewater Renewables approach to executive compensation. Therefore, I declare the motion carried and the non-binding Say-on-pay advisory resolution passed. The next item of business is the approval of the unallocated options and rights under Tidewater Renewables share-based compensation plans. Unless there are any questions, I will now ask for someone to move the resolution approving the unallocated options and shares under Tidewater Renewables share-based compensation plans.
Mr. Chairman, I move that the resolution approving the unallocated options and rights under Tidewater Renewables share-based compensation plan set forth on page 10 of the information circular be passed.
Is there a seconder?
Mr. Chairman, I second the motion.
As previously stated, this resolution must be approved by a simple majority of the votes cast. Voting on this matter was conducted by way of a ballot, and the scrutineer has advised me that more than 86% of the shares represented at the meeting have been voted for the approval of the unallocated options and rights under Tidewater Renewables' share-based compensation plan. Therefore, I declare the motion carried and the resolution passed. The next item of business is the approval of the amendments to Tidewater Renewables' share-based compensation plans. Unless there are any questions, I will now ask for someone to move the resolution approving amendments to Tidewater Renewables' share-based compensation plans.
Mr. Chairman, I move that the resolution approving the amendments to Tidewater Renewables' share-based compensation plans set forth on page 11-12 of the information circular be passed.
Is there a seconder?
Mr. Chairman, I second the motion.
Voting on this matter was conducted by way of ballot, and the scrutineer has advised me that more than 86% of the shares represented at the meeting have been voted for the approval of the amendments to Tidewater Renewables' share-based compensation plan. Therefore, I declare the motion carried and the resolution passed. That concludes the formal business of this meeting. May I have a motion to conclude the meeting?
Mr. Chairman, I move that the meeting be concluded.
I second the motion.
All those in favor, please signify by raising your hand. Contrary? I declare the motion carried and the meeting now concluded. There will be a five-minute adjournment before we proceed to the Q&A session. Thank you.