Lightspeed Commerce Inc. (TSX:LSPD)
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12.59
+0.18 (1.45%)
Apr 30, 2026, 4:00 PM EST
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AGM 2024

Aug 1, 2024

Speaker 3

Hello to all, my name is Patrick Pichette, on behalf of everyone. Welcome to this Lightspeed AGM.

Patrick Pichette
Interim Chair of the Board, Lightspeed

Good morning, everyone.

Speaker 3

Good morning to all.

Patrick Pichette
Interim Chair of the Board, Lightspeed

I'm the interim chair of the board of Lightspeed. On behalf of management, the board of directors, and all of our employees, I'd like to welcome you to the annual meeting of shareholders of Lightspeed. The company's meeting is being held virtually this year to reduce the company's environmental footprint and to give shareholders an equal opportunity to attend and participate at the meeting. I'll begin by introducing the people with me. We have the pleasure of having with us today Mr. Dax Dasilva, the founder, CEO, and member of our board of directors. Ms. Dale Murray, chair of our Compensation, Nominating, and Governance Committee. Mrs. Nathalie Gaveau, sorry, Nathalie, a member of our Compensation, Nominating, and Governance Committee, as well as our Risk Committee. Mr. Rob Williams, the chair of our Risk Committee and a member of our Audit Committee. Manon Brouillette, a member of our board of directors.

Asha Bakshani, our Chief Financial Officer. Mr. Dan Micak, our Chief Legal Officer and our Corporate Secretary. And a team of TSX Trust Company, the company transfer agent, and this meeting's scrutineers. Finally, Mr. Paul McFeeters, of our board, could not be with us today. Before we begin, I'd like to say a few words about the proceedings of this meeting. Please note that only registered voters, registered holders of subordinate voting shares of record as of June 3rd, 2024, or their duly appointed proxy holders are permitted to participate and vote at this meeting. Following the formal portion of the meeting, time permitting, the members of management here with me today will be available to answer your questions. Although the majority of this meeting will be held in English, please do feel free to address the meeting attendees in English or in French.

A live translation is also available for the participants of this virtual meeting. [Foreign language]

Speaker 3

Even though most of this meeting will be held in English, we invite you to speak either in English or in French as you wish, and there's translation available for all participants.

Patrick Pichette
Interim Chair of the Board, Lightspeed

Shareholders who wish to communicate with members of the Lightspeed team here with me, or who wish to present or ask a written or verbal question in respect of a motion, may do so using the dialogue box on their Lumi virtual interface. As this meeting is held virtually, we think it is necessary to set out a few rules for the orderly conduct of the meeting. So, questions can be submitted by any registered shareholders or duly appointed proxy holders using the instant messaging service on the Lumi virtual interface. Verbal questions can be asked via phone by any registered shareholders or duly appointed proxy holders by sending their phone number and question subject in the message tab in order for a Lumi moderator to dial them in.

When asking a question, please indicate your name, which entity you represent, if any, confirm that you are a registered shareholder or a duly appointed proxy holder, indicate to whom your question is addressed, and cover only one topic per question, please. Questions will be addressed during the question period at the end of the meeting, except for any questions regarding procedural matters or directly related to the motions. We will not address questions at the meeting that are either irrelevant to Lightspeed's operations or the business of the meeting, are related to non-public information about Lightspeed, repetitive questions submitted by other persons that have already been answered, including derogatory references. Also, questions that relate to proposals that are not previously submitted properly in accordance with Lightspeed's bylaws or the Canada Business Corporations Act, and finally, questions that would be out of order or otherwise not appropriate.

For the purposes of today's meeting, voting on all matters will be conducted by a single electronic ballot, as requested by certain shareholders of the company in advance in accordance with the company's bylaws and the Canada Business Corporations Act. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all such items. When you are asked to vote, a voting tab will appear at the top of your screen. Click on it to access the voting panel. I'd like to point out that the discussions during today's meetings may contain forward-looking information about Lightspeed's outlook, objectives, and our strategies to achieve them. These statements are based on assumptions that are subject to important risks and uncertainties. The company's actual results could differ materially from any expectations discussed.

A disclaimer regarding forward-looking information is on the current slide and can also be found in Lightspeed's public disclosure records available on our website at SEDAR+ or EDGAR. With that, we will now proceed to the formal portion of today's meeting. Without further ado, I call to order the annual meeting of shareholders of Lightspeed. In accordance with bylaws, I will act as chair of the meeting, and Mr. Micak will act as secretary of the meeting. In addition, I appoint the registrar and transfer agent, TSX Trust Company, to act as scrutineers of this meeting. The scrutineers will report on the number of Subordinate Voting Shares represented virtually and by proxy at this meeting, and then they'll also tabulate the votes and report on voting results. The matters to be discussed today are set out in the Management Information Circular dated June 28th, 2024.

This year again, the company used the notice and access procedure under Canadian securities law to make available its meetings material to shareholders and sent also a notice with all relevant information in that regard on June 28th, 2024. Since the meeting materials are available on TSX Trust Company online platform, on our website, and under our profile on SEDAR+ and EDGAR , I will not read the notice of the meeting. Our transfer agent, TSX Trust Company, has attested to the proper mailing of the applicable meeting material, and I direct that a copy of all meeting materials be kept by the secretary with the records of the meeting. I have received the scrutineer's report on attendance at the meeting.

The scrutineer's report indicates that at least two persons entitled to vote at the meeting and holding in the aggregate at least 25% of the shares entitled to be voted at the meeting are attending the meeting themselves or by proxy. Consequently, the quorum required by the company's bylaws is met. A copy of the scrutineer's report of attendance will also be filed on the records of the meeting. Before we proceed to the passing of resolutions, I will comment on the voting procedures. Each shareholder is entitled to vote. Entitled, sorry, each shareholder entitled to vote is entitled to one vote per Subordinate Voting Shares with respect to all matters to come before a meeting. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after they've been presented through a single electronic ballot.

When you're asked to vote, you will be prompted to vote on the Lumi virtual platform. You will only have a certain amount of time to do so, and after you have registered your votes for all business items, the transfer agent will compile the results. 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 here with me today will be able to determine the outcome of all motions that will go on to a vote today. I may therefore declare the motions which will go to a vote today carried, even though all the votes may not have been all counted or the final report may not be yet available. I shall do this to keep the pace of the meeting.

To further expedite the formal part of the meeting, Mr. Dax Dasilva, as a shareholder of the company, has agreed to move all motions of the formal agenda today in advance, and Mr. Dan Micak, a shareholder of the company, has agreed to second the motions on the formal agenda today in advance. As such, all motions on today's formal agenda have been duly moved and seconded in advance to ensure the efficient conduct of the meeting. With that, I now declare that this meeting was properly called and duly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year ended March 31st, 2024, as well as the auditor's report thereon.

These financial statements and the auditor's report were included in the company's annual report and were made available to shareholders under the profiles on SEDAR+ and EDGAR on May 16th, 2024, and on TSX Trust Company online platform on June 28th, 2024. I would ask the Secretary to include in the minutes of this meeting the consolidated financial statements for the fiscal year end March 31st, 2024, and the auditor's report thereon. Please note that we will entertain any questions with respect to the financial statements in the general question period only. We'll now move to the next item on today's agenda. The second matter to be acted upon is the election of Lightspeed directors. The Board of Directors has determined that the number of directors to be elected at this meeting shall be seven.

The term of office of the directors to be elected at this meeting begins today and shall continue until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. The Management Information Circular contains information on all seven nominees recommended for election as directors. All the nominees are currently members of our Board of Directors. Registered shareholders and duly appointed proxy holders may vote for each proposed director nominee individually. Each of the following persons for election has been duly nominated to act as director of the company. They include Dax Dasilva, Dale Murray, Manon Brouillette, Nathalie Gaveau, Paul McFeeters, Rob Williams, and myself, Patrick Pichette. The affirmative vote required for electing as directors each of the proposed nominees is a simple majority of the votes cast at the meeting.

Each of the persons nominated has confirmed that he or she is prepared to serve as a director if elected by the shareholders and each of the nominees qualifies under the provisions of the Canada Business Corporations Act and the bylaws of the company to serve as a director. The company has not received notice from any shareholders of other nominations of persons for election as a director of Lightspeed pursuant to the bylaws of the company relating to advanced nominations of directors. Notice of any such nomination was required to be delivered to the company on or before the close of business on June 25th, 2024. As such, I hereby declare the nominations closed.

As mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot and will therefore continue to the next item of business, and you will be prompted to vote on the election of each director after all items of business on today's agenda have been presented. The third matter to be acted upon 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 and the Board of Directors recommend the reappointment of our incumbent auditors, PricewaterhouseCoopers LLP, as the auditors of the company for the ensuing year. It's been duly moved that PricewaterhouseCoopers 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 fourth and last matter to be acted upon is the non-binding advisory resolution on the company's approach to executive compensation. The company is committed to ensuring that its shareholders fully understand the objectives, philosophy, and principles that the board has applied in its approach to executive compensation decisions and to providing shareholders with executive compensation disclosures that are clear and comprehensive. The full text of the resolution to be adopted by the shareholders of the company is set forth on page 22 of the Management Information Circular . As set out in the Management Information Circular , in order for the resolution to be passed, it must be approved by at least a majority of the votes cast by the shareholders attending this meeting or represented by proxy. Since this is an advisory vote, the result will not be binding.

However, the Board and the Compensation, Nominating, and Governance Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. It has been duly moved that the advisory non-binding resolution on the company's approach to executive compensation be approved. We will now proceed with voting on today's business items, being the election of seven directors to sit on the Board of Directors of the company, the appointment of the auditors of the company, and the non-binding advisory resolution on the company's approach to executive compensation. You'll now be prompted to register your vote in respect to such decision items. Please register your votes by accessing the voting page when prompted and pressing on the for or against button next to the name of each proposed director.

Also pressing on the for or withhold button next to the resolution in respect to the appointment of PricewaterhouseCoopers LLP as the company's auditors and pressing on the for or against buttons next to the resolution in respect to a non-binding advisory resolution on the company's approach to executive compensation. Please be advised that there will be no submit button as votes are received as soon as the button next to the decision item is selected. Once the electronic balloting closes, the voting page will disappear. Thank you for waiting during the voting period. I have received the scrutineer's report and can now confirm the following. Each of the seven nominees have been elected as directors of the company to serve until the next annual general meeting of shareholders or until their successors are elected or appointed.

The appointment of PricewaterhouseCoopers LLP as auditors of the company has also been approved, and the Board of Directors has been authorized to fix their remuneration. Finally, the non-binding advisory resolution on the company's approach to executive compensation has also been approved. The formal items of business as set out in the notice of the meeting have now been dealt with. With the consent of the meeting, as there's no further business to come before it, I will hereby declare the formal portion of the meeting to be concluded. At this point, management will give a brief presentation and then would be happy to answer any questions registered shareholders or duly appointed proxy holders may have. With this, I will invite our Chief Executive Officer, Dax Dasilva, to give a short presentation.

Dax Dasilva
CEO, Lightspeed

Thank you, Patrick, and welcome everyone. Thank you for joining us today.

I want to provide a brief presentation of our accomplishments in the past year and our goals going forward. As I'm sure you are all aware, I returned as CEO in February of this year. I'm excited to be back at the helm of the company I founded almost 20 years ago. Much has changed in that time, but the one thing that remains constant is our mission as a company. We are here to help entrepreneurs in retail and hospitality build their businesses, businesses that are the fabric of the communities they serve.

We're here to make the complex simple, to remove the mundane activities that tax our customers' time and energy, to provide financial support where we can, and to bring the power of technology, once reserved for only very large players, to serve the SMBs that are so crucial to the vitality of our cities, towns, and neighborhoods. This is the mission that motivates myself and the thousands of employees at Lightspeed to come to work every day and give our best for our customers and shareholders. It is a mission that I am very proud of. I wanted to review some of the major initiatives that we undertook in the past year. Firstly, on payments. Although we were generally happy with the progress of our payment solution, we felt that we needed to move faster.

At the beginning of this past fiscal year, we launched our Unified Payments initiative that made payments mandatory for all new, eligible, and existing customers. I'm very happy to report that Unified Payments was a resounding success. By the end of fiscal 2024, 32% of our GTV was processed through Lightspeed Payments, up from 19% in the same quarter one year prior. Although we are through the initial phases of Unified Payments , we are still making progress, and we expect that an increasing portion of our GTV will be processed through our payment solution in this fiscal year, and we're off to a good start in Q1. Lightspeed Payments simplifies operations for our customers by unifying payments with our software and also delivers greater data insights for these customers. For Lightspeed, it allows us to extract more gross profit dollars per customer location, enhancing our profitability.

Secondly, on our products. Our One Lightspeed initiative has allowed us to successfully integrate the various technologies from our multiple acquisitions into two core flagships, Lightspeed Retail and Lightspeed Restaurant. Our go-to-market efforts are now focused on these two platforms, which I believe are the best products we've ever shipped. Today, almost a third of our customer locations are on our flagship offerings. The flagships are better suited at attracting our ideal customer profile of more complex, high GTV locations, and our GTV growth from our flagship customers is higher than that of our overall customer base. Focusing our efforts on these two flagships allows us to simplify our operations, reduce costs, and accelerate innovation. Finally, on profitability. Our goal last fiscal year was to deliver Adjusted EBITDA break-even or better for the full fiscal year, and I am happy again to announce that we delivered on that goal.

We plan to continue to make progress on profitability. For fiscal 2025, we initially provided an outlook for Adjusted EBITDA of at least $40 million, and again, we were off to a great start in Q1. Before I outline our key objectives for the future, I believe it is worth highlighting that Lightspeed is accustomed to taking bold leaps forward. In fact, I would even say that it is very much part of our culture. In 2013, we made the bold decision to move to the cloud. Many software companies failed to do so and have stumbled or failed as a result. Two years ago, we sunset our on-premise offering OnSite, and today all of our software revenues are entirely cloud-based. In 2014, we decided to expand our reach both by industry vertical and geography and expanded into Europe with our restaurant offering.

Today, almost 40% of our customer locations are in the restaurant vertical, and approximately half of our overall locations are outside of North America. In 2019, we launched our payments offering. Today, over a third of our GTV is processed through Lightspeed Payments, and transaction-based revenues were 60% of overall revenues in our last fiscal year. Our next challenge is to shift our company into a phase of profitable growth. I believe the pillars to success here are well established. We have the strongest product offerings we have ever had, payments adoption continues its upward trajectory, and we continue to simplify the organization and take out unnecessary costs. As I highlighted on our earnings call at the beginning of our fiscal year, one of our top priorities in fiscal 2025 is to increase software revenue and grow our ICP customer base.

We have several initiatives in place here, all of which should deliver stronger software revenue growth in the second half of fiscal 2025. We are increasing our outbound sales team. Our account managers, who were busy onboarding payments customers last year, will return to their traditional roles of upselling software. We expect to implement some price increases, and we have completely re-engineered our go-to-market efforts to better target, onboard, and service our ICP customers. I expect that we will tackle this challenge with all of the zeal and focus of our previous challenges and that we will deliver similar levels of success. Before I close off, I wanted to assure investors that although we are focused on delivering results in the near term, we also want to ensure that we are making the right investments for the future.

We have discussed the potential of our supplier network at various times in the past. We believe this initiative maintains a great potential. In the past year, we have made significant strides at integrating the Nu ORDER platform of Lightspeed Retail to the benefit of many retail customers. Our ambitions here are unchanged. Lightspeed's aim is to build a network that allows retailers to have much better insight and control over their inventory and ordering capabilities, that allows brands to understand what is selling in the retail channel so they can better supply those channels and to give customers the products they are looking for when they enter a retail location. We believe we are in a unique position to bring the power of technology to an industry that remains stuck in largely pre-digital workflows and all of the inefficiencies that delivers.

Lightspeed will continue to invest in this initiative, and I expect to be in a position to deliver tangible results in the not too distant future. Since returning as CEO, I've spent considerable time with investors, soliciting their advice, and the strategy that you are seeing today is very much influenced by that input. I will continue to maintain open communications with the investor community. I want to thank our investors for showing their faith in our company and for supporting our mission of helping entrepreneurs build successful businesses. I think we've made tremendous progress in the six months that I have returned as CEO, but there's much more to come. With that, I will take any questions.

Patrick Pichette
Interim Chair of the Board, Lightspeed

Thank you, Dax. We will now answer any questions registered shareholders or duly appointed proxy holders may have.

For each written question we answer, we will summarize the question, read out loud the name of the person who asked the question, and if applicable, the entity such person represents. For each verbal question we answer, we will introduce the speaker by stating the name of the person who will ask the question and, if applicable, the entity such person represents. We would like to remind you that questions which were already answered but that are redundant may not be answered. So please limit your questions to topics of general interest for shareholders of Lightspeed and keep your questions short and to the point. When asking your questions, please state your name, the entity you represent, and if any, confirm that you're a registered shareholder or duly appointed proxy holder and indicate to whom your question is addressed. We'll now give attendees a moment to ask questions.

There being no questions, we are now concluding the question and answer portion of this meeting. On behalf of management, our Board of Directors, and our employees, I'd like to take this opportunity to thank everyone for being here today. I would also like to thank all of our shareholders for their commitment and continued support, and we look forward to next year's meeting. [Foreign language]

Speaker 3

On behalf of the Board, all employees and the company, thank you for being present here today. I would also like to thank you for your commitment and your continuous support. We look forward to next year's meeting.

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