Pet Valu Holdings Ltd. (TSX:PET)
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20.96
-0.31 (-1.46%)
May 1, 2026, 4:00 PM EST
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AGM 2022

May 10, 2022

Operator

Greetings. Welcome to the Pet Valu Holdings Ltd. Annual General Meeting of Shareholders. At this time, all participants are in a listen only mode. Registered shareholders and validly appointed proxy holders who logged into the meeting with their control numbers or usernames via the Lumi Platform can submit questions during the meeting online. To do so, please click on the messaging tab. You can type your question in the box at the top of the page, click Submit. Please include your name with your question so that you can be properly recognized. Participants by telephone are in listen only mode and are not able to ask questions. If you are a registered shareholder or validly appointed proxy holder in listen only mode and you wish to submit questions during the meeting, please log into the meeting via the Lumi Platform with your control number or username.

Please note that this conference is being recorded. I will now turn the conference over to your host, Chairman of Pet Valu Holdings Ltd., Anthony Truesdale. Mr. Truesdale, please go ahead.

Anthony Truesdale
Chairman, Pet Valu

Thanks, Julian. Good afternoon. Welcome to the company's annual general meeting of shareholders for 2022. We are conducting today's meeting as a virtual meeting. Our meeting will consist of a brief agenda of formal items, including the setting of the number of directors for the ensuing year, the election of directors, the appointment of our auditor, and the advisory resolution on the company's approach to executive compensation. Following the formal business of the meeting, there will be a corporate presentation and a more general Q&A session. Richard Maltsbarger, President and Chief Executive Officer and Secretary of the company, will begin by describing how we will conduct the meeting. I will take us through the official business portion of the meeting.

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

Thank you, Tony. Good afternoon, everyone. As the conference operator advised at the beginning of this meeting, if you have a question or wish to make an objection at any point, click on the messaging tab and type your question and confirm you are a registered holder of common shares of the company or a valid proxy holder. We will read questions pertaining to the business of the meeting aloud at the appropriate time, along with the name of the person submitting the question so that all attendees can hear the inquiry. Tony or I will then address the question as we would during an in-person meeting. Although questions can be submitted throughout the meeting, I encourage you to submit your questions early and one at a time. They will be addressed at the appropriate time during the meeting.

Only questions on topics relating to today's subject matter will be addressed. As Tony mentioned, there will be a more general Q&A session after the formal business of the meeting is completed. If you have not already voted your shares and you intend to vote at this meeting, please note that the polls are now open and you can vote on all matters. To vote, click the Voting tab on the Lumi platform. You'll be taken to an electronic ballot that you can fill out and submit online. Please note the only attendees entitled to vote, submit questions or objections at this meeting are registered shareholders or duly appointed proxy holders who have logged in using their assigned control numbers or usernames.

We remind you that if you are a registered shareholder and you have already voted by proxy, unless you wish to change your vote, you do not need to vote again. Votes may be changed up to the time voting is closed. The poll will remain open until a chair of the meeting declares voting on all matters closed. We will provide you with preliminary voting results for all resolutions at the end of the meeting. For specific vote tabulations, please see Pet Valu's report on voting results, which will be posted to Pet Valu SEDAR profile after the meeting. A simple majority is required to approve matters voted on at this meeting. I will now hand it back to Tony.

Anthony Truesdale
Chairman, Pet Valu

Thank you, Richard. I will act as chairman of the meeting and Richard will act as secretary of the meeting. Also joining us remotely are directors and members of senior management. Louise Waltenbury of Computershare Investor Services Inc., the company's transfer, registrar and dividend distribution agent, will act as our scrutineer of the meeting. I will now review the manner in which no notice of this meeting was given. Notice of this meeting has been mailed to all registered shareholders, to the directors of the company and to the company's auditor. A copy of the affidavit as to such mailing has been provided by Computershare Investor Services, the company's transfer agent, which oversaw the mailing. Notice of this meeting has been posted on SEDAR and is included in our management information circular. Copies of the circular and other meeting materials are available under the company's profile [audio distortion].

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

Welcome back, everybody. We apologize. We have lost connection with our chair, Tony Truesdale. Under Section 11.9 of our articles, the CEO is entitled to preside as chair at a meeting of shareholders in lieu of the chairman of the board if they are not available. We have Tony's permission to continue to proceed the meeting while he works to log back in. We will return back to the notice of the meeting and mailing that Tony was outlining before we lost connection. Notice of this meeting has been mailed to all registered shareholders, to the directors of the company, and to the company's auditor. A copy of the affidavit as to such mailing has been provided by Computershare Investor Services, Inc., the company's transfer agent, which oversaw the mailing.

Notice of this meeting has been posted on SEDAR and is included in our management information circular. Copies of the circular and other meeting materials are available under the company's profile on SEDAR, on the company's website and on the Lumi platform. Absent any objection, I will dispense with the reading of the notice of the meeting. In light of the foregoing, proper notice of the meeting has been given. I will now address whether a quorum is present today for the transaction of business. The company's articles specify that a quorum at a meeting of shareholders is one shareholder who is, or who represents by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting.

With respect to the presence of a quorum at today's meeting, the preliminary scrutineer's report indicates that there are 48 shareholders present at this meeting, either attending online or being represented by proxy, holding an aggregate of 64,698,137 common shares. This represents approximately 92.2% of the company's issued and outstanding common shares, which as of the record date of 30 March , 2022, on which 70,173,814 common shares were issued and outstanding. I adopt the scrutineer's report and declare that a quorum is present. With the appropriate notice of the meeting having been given and a quorum being present, I declare the meeting is duly constituted and ready for the transaction of business.

In accordance with the company's articles, no motion at the meeting needs to be seconded. After preliminary voting results are announced, following the conclusion of voting, the chairman will announce the results of each motion. At this time, I'd like to advise that Stephanie Lamont, the representative of our auditor, has joined us remotely. The first item of business is to receive the company's audited consolidated financial statements for the year ended January first, 2022. A copy of the financial statements and auditor's report for the company's financial year ended January first, 2022, was mailed to those registered and beneficial shareholders of the company. Copies of these documents are available for review on the Lumi platform. They are also available for review on the company's website and on SEDAR. These documents are now placed before the meeting. No vote is required for the reception of these documents.

Accordingly, I declare that these documents have been received. As previously noted, there will be a Q&A session after the formal business of the meeting is completed, and management will be available to answer any questions. We will now move on to the second item, which is the setting of the number of directors for the ensuing year. The circular for this meeting, dated March 28, 2022, which is included in the meeting materials accessible on the Lumi platform, sets out the details on this motion on page 10. This vote is to prove an ordinary resolution to set the number of directors elected for the ensuing year at 10. This will be subject to any increases as may be permitted by the articles of the company and the provisions of British Columbia's Business Corporations Act.

As noted in the circular, the company is party to an investor rights agreement with certain principal shareholders. For so long as the principal shareholders have the right to nominate at least two directors, the board may not be comprised of more than nine directors unless agreed to by the principal shareholders. The principal shareholders have agreed to increase the number of directors on the board to 10 directors. I move that the number of directors be elected for the ensuing year be set at 10 and that this be passed as an ordinary resolution of the shareholders. Are there any comments or questions on the motion? There are no comments or questions on the number of directors to be elected for the ensuing year. As there are no further comments or questions, we will now proceed.

We will tabulate your votes as we progress through each matter to be voted on, and we will announce the preliminary results of all votes immediately after we close the polls at the end of our agenda. The next item to be voted on is the election of directors. The circular for this meeting set out the details of the 10 individuals nominated for election to the board. The investor rights agreement also provides that the principal shareholders are entitled to nominate a set number of directors in proportion to their collective percentage holding of the company's common shares. As a consequence thereof, pursuant to the circular, the following 10 individuals are nominees for election to the board for the ensuing year: Anthony Truesdale, Sarah Davis, Linda Drysdale, Clayton Harmon, Patrick Hillegass, Kevin Hofmann, Richard Maltsbarger, Rick Puckett, Steven Townsend, and Erin Young.

Under the company's advance notice provisions, shareholder nominations for directors must be made not less than 30 days prior to the date of the annual general meeting of shareholders. No further nominations were made in accordance with the advance notice policy and management has proposed 10 nominees, I declare that the nominations to be closed. I move that the 10 nominees just announced be elected to the board for the ensuing year. Are there any comments or questions on the motion? There are no comments or questions on the nominations. There are no comments or questions, we will now proceed. The next item to be voted on is the appointment of the company's auditor. The company's current auditor is Ernst & Young LLP.

Management proposes to appoint Ernst & Young LLP as the auditor of the company and to propose the directors to fix the remuneration payable to the auditors. I now move that Ernst & Young LLP be appointed as auditor of the company until the next annual general meeting and the directors of the company be authorized to fix the auditor's remuneration. Are there any comments or questions on this motion? There are no comments or questions. As there are no comments or questions, we will now proceed. The final item of business to consider is the non-binding advisory resolution on the company's approach to executive compensation. This approach is set out starting on page 25 of the circular, along with the full text of the advisory resolution, which is set out on page 23 of the circular. This vote is advisory only and non-binding on the company and the board.

However, the board will consider the outcome of the vote as part of its ongoing review of executive compensation. 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 circular delivered in advance of the meeting. Are there any comments or questions on the advisory vote on executive compensation? There are no comments or questions.

Anthony Truesdale
Chairman, Pet Valu

Yep, Richard, it's Tony. I'm back. Can you hear me?

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

I can.

Anthony Truesdale
Chairman, Pet Valu

Oh, great. Well.

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

Tony, there were no comments and questions, so I'll turn the meeting back over to you.

Anthony Truesdale
Chairman, Pet Valu

Okay. Well, I'll apologize to those on the call. Evidently, I had some technical difficulties. I appreciate everything Richard did to kind of fill in in my stead. I'm gonna go to the last part of this. Then give it back to Richard so that he can keep on going 'cause he's done such a great job so far. This completes the matters to be voted on at the meeting. The polls will be closed in one minute. If you have not yet voted on the matter, please do so immediately. While we are waiting for the polls to close, let me advise you that immediately after they close, our scrutineer will provide me with a preliminary tabulation of the results on each matter voted on based on proxies received in advance of the meeting and votes cast at this meeting.

I will announce those results presently. Full ballot results for each item submitted to shareholder vote at this meeting will be posted on the company's SEDAR profile following this meeting. The polls are now closed, and I have received the scrutineer's preliminary report. The preliminary results are as follows. With respect to the number of directors, a majority of the common shares voting on this motion voted for setting the number of directors for the ensuing year at 10. With respect to the election of directors, each of the nominees has received a sufficient number of four votes to be elected to the board until the next annual general meeting, and that for each nominee for the number of withheld votes is less than the number of four votes.

With respect to the appointment of the company's auditors, a majority of the common share voting on this motion voted for appointing Ernst & Young as the auditor of the company until the next annual general meeting and for authorizing the directors to fix the remuneration payable to the auditors. With respect to the advisory resolution on the company's approach to executive compensation, a majority of the common shares voted on this motion voted for adopting the advisory resolution. I declare that each of the motions submitted to a vote of the shareholders at this meeting has been approved. We have completed the formal business for which this meeting has been called. I now ask that if anyone has any other business they would like to bring before the meeting.

If you wish to bring any other motion or objection before this meeting, please click the messaging tab and type in your question. I'll pause now to allow attendees to submit comments. Are there any other motions or objections?

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

No, there are no motions or objections.

Anthony Truesdale
Chairman, Pet Valu

There being no other business or objections, I now declare this meeting terminated. Richard, I'll hand the proceedings back to you.

Richard Maltsbarger
President, CEO, and Secretary, Pet Valu

Thank you, Tony. On behalf of the board, our franchise owners, our leaders, and our ACES across Canada, I would like to thank you for attending the meeting for your support of our company. I will now share with you a presentation on Pet Valu, our accomplishments, and our plans, which will then be followed by a formal Q&A session. Please take a moment to review the following forward-looking statements and non-IFRS measures provided on your screen. During this presentation, we may make forward-looking statements which involve certain assumptions and have inherent risks and uncertainties. Actual results could differ from these statements. Looking back on 2021, few could have imagined the global hardships that would be weathered in the second year of the COVID-19 pandemic. We experienced operating restrictions, shifts in how devoted pet lovers transacted with us, and continued challenges across global supply chains.

When I assess the performance of our business and our people in 2021, three words come to mind: resilience, commitment, and growth. The resilience of the Canadian pet industry, which continued to expand, adding another year to its unbroken track record of consistent growth over the last 25+ years. The commitment of our franchise owners, our ACES, our supply chain teams, and our leaders, who all rose to the challenge, delivering innovative and safe solutions to better serve our devoted customers. The growth of Pet Valu's business as we delivered on or exceeded each of our financial and operational goals, resulting in record sales and profits. Let's look into each of these further. First, the resilience of the Canadian pet industry. Its long-term growth is underpinned by key structural drivers, a growing pet population, increasing humanization of pets, and the higher expectations of discerning pet parents.

The pandemic has accelerated these trends with an estimated 3 million pets added to Canadian homes in the last two years and over 80% of these pets under the age of two, promising higher industry spend over their 10-15-year lifespans. The need for local expert advice, coupled with a broad selection of premium products, has never been greater. It has provided a unique opportunity to grow the relevance of our brand with a new cohort of devoted pet lovers. We've seized on that opportunity. Next, I'm passionately proud of the commitment of our people. Through all the challenges presented in 2021, our people consistently delivered on our Four Paws service model, which in order consists of safety, compassion, expertise, and efficiency.

Our focus on safety was demonstrated in the thought and care that went into how we interacted with each other and our devoted pet lovers, where we often rose above and beyond provincial guidelines to deliver safe and convenient shopping experiences. 2021 was marked by incremental pandemic measures such as curbside-only shopping in Ontario for 20 of the first 26 weeks of the year, and efforts by our franchisees, ACES, and supply chain teams to support devoted pet lovers in British Columbia during wildfires and flooding. We also undertook incremental safety actions and investments in our distribution centers to help support increased social distancing as we experienced multiple waves of the pandemic. We provided compassion to our customers through the delivery of memorable moments, whether assisting in our dog wash or coloring with the kids to give mom a little more time to shop.

We also support our communities, where we raised over CAD 2 million for local rescues and shelters and continued our sponsorship of the Lions Foundation of Canada Dog Guides program, where we funded 13 new dog guide teams, bringing our all-time funding to over 160 teams. We further invested in our animal care experts, or ACES, across our franchise and corporate stores, whose everyday expertise and know-how in animal wellness and care helps millions of Canadians through all the little moments of pet ownership, whether fitting a new harness, adjusting your pet food to new allergy, or helping select new crate for your growing pet. During 2021, we updated our expert-level training for dogs and cats and graduated over 1,000 new experts across our stores, our customer care team, and our corporate leaders, including me.

In everything we do, we work to find efficiency, which we measure in minutes that we can reallocate from task to serving our devoted pet lovers. Over the past three years, we have implemented the first phases of our customer-facing technology transformation. Having completed our digital loyalty rollout in 2020, we moved during this past year to implementing a new point-of-sale solution in all stores. This system included mobile handheld technology, allowing our franchisees and store teams to improve our inventory processes, including receiving and cycle counting. We also added store tablets and converted our daily, monthly, and quarterly safe and ready reviews to an active walk process, eliminating wasted paper and saving over 20 minutes of store manager time per day and over two hours per district manager each month.

Inside Pet Valu, we focus on how all these minutes matter to help us to drive to continuously identify where we can improve processes to be able to spend more time with our customers. Finally, through the resilience of our industry and the commitment of our people, we significantly grew Pet Valu's business in 2021, centered on the three pillars of our long-term growth formula: expanding our store network, driving same-store sales growth, and enhancing our margins. We grew revenue 23%, excluding the 53rd week in 2020, supported by same-store sales growth of 18%, outpacing industry growth. This, in turn, drove strong operating leverage, resulting in adjusted EBITDA up 26% and net income up 245% or 106% on an adjusted basis.

Our teams executed against our strategic agenda, advancing key initiatives to support immediate and long-term profitable growth. We accelerated our store capital investments, opening 30 new stores last year, which was 50% more than 2020 and twice the pace of 2019. Together with our franchisees, we now operate 705 stores across all 10 provinces, placing us within 5 km of 72% of Canadians. Beyond new store openings, we also renovated, relocated, or expanded 23 stores in 2021, as we strive to maintain a consistent and fresh appearance across our chain. We modernized our omni-channel capabilities with a national rollout of direct-to-home and click-and-collect offers, as well as multiple enhancements to our website platforms.

We elevated the investments we are making in our people through higher base wages and incentives for our corporate store ACES, expansion of benefits to our part-time supply chain and store employees, and additional talent at our corporate offices. Altogether, these investments and actions helped to grow our active customer loyalty program membership by over 600,000 members to approximately two million active customers at the end of 2021. As we move through 2022 and beyond, I expect the resilience of our industry, the commitment of our people, and the growth of our unique business model to remain key components to our future success. Looking specifically at 2022, we are targeting 35-45 new stores as we continue to fill in white space in existing and new markets, including Québec, through our recent acquisition of Chico.

We will drive continued same-store sales growth through a combination of activities, including optimizing our omni-channel platform, improving marketing through our growing loyalty program, and continuing to refresh our older stores through 20-30 renovations, expansions or relocations. We are continuing to make purposeful investments in human capital, technology systems, and our supply chain, which we expect to drive continued growth and result enhancing our operating margins over the long term. As Canada's leading specialty retailer of pet food and supplies, we are equally as proud of our recent accomplishments as we are excited for the opportunity ahead of us as we deliver on our mission to be Canada's preferred pet retailer, delivering the products, care, expertise, and memorable moments devoted pet lovers want, locally in stores and everywhere online. This concludes my prepared remarks, and I'd be happy to respond to any questions.

I will pause for a moment to allow questions to be submitted. Seeing as there are no questions, this concludes our presentation. Thank you for joining us today via webcast or over the telephone and for your continued support of [audio distortion].

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