Good afternoon, and on behalf of the Mattr Board and senior management, welcome to the Annual Meeting of Shareholders of Mattr Corp. My name is Michael Reeves, and I am the President and Chief Executive Officer of Mattr. I will be acting as Chair of the meeting. The company is holding its annual meeting virtually this year by way of a live webcast. Instructions on how to ask questions and the voting procedure will appear on your screens. Please feel free to submit your questions throughout the presentation. Our Corporate Secretary will be monitoring the Lumi platform for any questions and will raise them for discussion either in connection with the motion to which they relate or, in the case of general questions, will raise them for discussion upon conclusion of the formal part of the meeting.
As with any new technology, unexpected glitches may occur, but our service providers for this platform at Lumi are very experienced at running this type of meeting and will ensure we are fully supported. I would like to welcome all shareholders and guests to the meeting. I'm speaking to you today from our Rexdale office in Toronto, Ontario, and joining me here are the following members of the Mattr organization: Kevin Nugent, Chair of the board of directors; Tom Holloway, Senior Vice President Finance and CFO; Tim Hutsell, Senior Vice President Legal and General Counsel; Shannon Glover, Vice President Legal and Corporate Secretary; Meghan MacEachern, Vice President External Communications and ESG; and Jeff Smith, Senior Vice President and Chief People and HSE Officer. In order to proceed with the formal items of business of the meeting, I will ask Mr. Hutsell and Mr.
Holloway to propose and second motions as necessary. In accordance with the company's bylaws, Shannon Glover, the corporate secretary of the company, will act as secretary of the meeting. Humza Yacoob of TSX Trust Company will act as scrutineer. The company has elected to use the notice and access provisions under NI 54-101 for this meeting in respect of the mailing of the meeting materials to registered and beneficial shareholders other than those who have explicitly rejected delivery by electronic means. The notice and access provisions are a set of rules developed by the Canadian securities administrators that reduce the volume of materials required to be physically mailed to shareholders by allowing a reporting issuer to post its proxy-related meeting materials online.
The company received exemptions from the director appointed under the CBCA to sections 151(1) and 156 of the CBCA, which enables the company to rely on the notice and access system provided that, among other conditions, the company makes the information circular accessible and sends a notice thereof in accordance with NI 54-101 and NI 51-102. Registered shareholders receive a notice and access notification and form of proxy, and non-registered shareholders receive a notice and access notification and a voting instruction form. The secretary has confirmed that the meeting notice, financial statements, and proxy materials were made available to shareholders. We will dispense with the reading of the notice of the meeting. Proof of the mailing of the notice calling the meeting has been duly filed, and I would ask the secretary to keep a copy of the notice and the proof of mailing with the records of this meeting.
The scrutineer has advised that as of this time there are 70 shareholders holding 49,829,154 common shares represented in person or by proxy at this meeting. This represents 75.11% of the 66,344,193 issued and outstanding common shares as of the record date for this meeting. Therefore, I declare the meeting to be regularly called and properly constituted for the transaction of business. Registered shareholders and proxy holders attending a meeting of shareholders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section. If there is any discussion or question, the secretary will read the question aloud. We will conduct the votes on the matters before us by a poll.
On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all of the agenda items. Voting polls on the agenda items for today's meeting will be closed together at the end of the meeting. A brief reminder here to submit any questions you may have in relation to a specific motion or a general matter of business through the Loomi platform. All questions submitted will be addressed in the course of the meeting. The poll will now be open for all resolutions at this time. This annual meeting is called to consider seven matters. The first matter is the minutes of the 2023 annual and special meeting of shareholders.
Mattr Corp is not under any obligation for shareholders to approve the minutes of annual meetings of shareholders. The board of Mattr Corp has determined it is best to have the secretary present the minutes of the meeting of shareholders held on May 12th, 2023.
Here are the minutes, Mr. Chair.
Thank you, Shannon. The minutes will be available for review by any shareholder at the offices of the company. The next item of business is the presentation of the annual financial statements and the auditor's report. In accordance with the Notice and Access provisions, the annual financial statements have been made available to shareholders online at the company's website and are also available on SEDAR+. We shall dispense with the reading of the auditor's report, which is available to all shareholders in the 2023 annual financial statements. We will now proceed with the election of directors. I declare the meeting open for nominations. Tim Hutsell will now present the nominations.
Mr. Chair, I nominate Laura Cillis, Kathleen Hall, Alan Hibben, Kevin Nugent, Michael Reeves, Marvin Riley, and Katherine Rethy as directors of the corporation to hold office until the next annual meeting of shareholders until their resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws.
Thank you. As the company's bylaws require advance notice of additional nominees to the board and no notices were received, I now declare the nominations closed, and Tim Hutsell will propose a motion to elect those nominated.
I move that each of the persons nominated as directors be elected as directors of the company to hold office until the next annual meeting of shareholders until their resignation or until their successors are elected or appointed, subject to the provisions of the company's bylaws.
Tom Holloway will second the motion.
I second the motion.
Is there any discussion of this motion?
There are no questions.
As there is no discussion, I will now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Loomi? The next item of business is the appointment of the auditor for the company, and Tim Hutsell has a motion in this regard.
I move that KPMG LLP be appointed auditor of the company until the next annual meeting and that the board of directors be authorized to fix the remuneration of the auditor.
Tom Holloway will second the motion.
I second the motion.
Is there any discussion of this motion?
There is no discussion at this time.
As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi? The next item of business is the advisory vote on the company's approach to executive compensation. Tim Hutsell will now propose the motion.
I move on an advisory basis and not to diminish the role and responsibilities of the board of directors that the shareholders accept the approach to executive compensation disclosed in the company's management proxy circular delivered in advance of the 2024 annual meeting of shareholders.
Tom Holloway will second the motion.
I second the motion.
Is there any discussion on this motion?
There is no discussion on this motion.
As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi? The next item of business is approval of the amended Bylaw Number One for the company as more fully described on Pages 6 and 7 of the information circular. Tim Hutsell will now propose the motion.
I move that one, the adoption of the amended Bylaw Number One relating generally to the transaction of the business affairs of the company, which was approved by the board of directors of the company on March 13th, 2024, the text of which is reproduced in Appendix A to the information circular of the company dated March 28th, 2024, be ratified and confirmed as Bylaw Number One of the company. And two, any one director or officer of the company is authorized on behalf of the company to execute and deliver all documents and do all such things as such person may determine to be necessary or advisable to give effect to this resolution.
Tom Holloway will second the motion.
I second the motion.
Is there any discussion of this motion?
There is no discussion at this time.
As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Loomi? The next item of business is approval of the amended Bylaw Number Two for the company as more fully described on Pages 7 and 8 of the information circular. Tim Hutsell will now propose the motion.
I move that one, the adoption of the amended Bylaw Number Two relating generally to the nomination of directors for the company, which was approved by the board of directors of the company on March 13th, 2024, the text of which is reproduced in Appendix B to the information circular of the company dated March 28th, 2024, be ratified and confirmed as Bylaw Number Two of the company. And two, any one director or officer of the company is authorized on behalf of the company to execute and deliver all documents and do all things as such person may determine to be necessary or advisable to give effect to the resolution.
Tom Holloway will second the motion.
I second the motion.
Is there any discussion of this motion?
There's no discussion at this time.
As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Lumi? If you have not already voted, please complete the electronic ballot on Lumi. We will give you one more minute to do so. The polls are now closed. The scrutineers have provided their preliminary report of the results of today's voting. On the matter of the election of directors, I am advised by the scrutineer that more of the votes cast have been voted in favour of the appointment of each of Laura Cillis, Kathleen Hall, Alan Hibben, Kevin Nugent, Michael Reeves, Marvin Riley, and Katherine Rethy as directors of the company than have been voted against such appointments. Therefore, I declare that this motion is carried.
On the matter of the appointment of KPMG LLP as auditor of the company, I am advised by the scrutineer that greater than a majority of the votes cast have been voted for the appointment of KPMG LLP and authorising the board to fix the auditor's remuneration. Therefore, I declare that this motion is carried. On the matter of the advisory vote on executive compensation for our named executive officers, I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favour of approving the compensation for the company's named executive officers. Therefore, I declare that this motion is carried. On the matter of the amendment of Bylaw Number One, I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favour of approving the adoption of the amended Bylaw Number One.
Therefore, I declare that this motion is carried. On the matter of the amendment of Bylaw Number Two, I am advised by the scrutineer that greater than a majority of the votes cast have been voting in favour of approving the adoption of the amended Bylaw Number Two. Therefore, I declare that this motion is carried. As there is no further business to be brought before this meeting, the formal part of the meeting is terminated. I am advised by our corporate secretary that no further questions have been submitted through the Loomi platform. And before we conclude this meeting, I would like to welcome our newly elected director, Marvin Riley. Mr. Riley served in numerous senior leadership roles up to and including that of chief executive officer during his long tenure at EnPro Industries, Inc. Prior to joining EnPro, Mr.
Riley was an executive with General Motors Corporation and is an alumnus of the Harvard Business School and the Johns Hopkins Carey School of Business. He received a Bachelor of Science in Electrical Engineering from Howard University. We look forward to the expertise, skills, and perspective that Mr. Riley will bring to our board. I would also like to thank our outgoing director, Derek Blackwood, for his years of dedicated service as a director of the company, including for several years as chair of the board. This concludes today's meeting. On behalf of the board of directors and the senior management of Mattr, thank you for attending today's annual meeting.