Good morning. At this time, I would like to welcome everyone to Roots Corporation's Fiscal 2023 Annual Meeting of Stockholders. Before the meeting begins, Roots would like to remind listeners that some of the statements made this morning may contain forward-looking statements. These are subject to a number of risks and uncertainties that could cause actual results to differ. Roots refers listeners to the cautionary statements contained in its financial reports and other public documents for full details. I will now turn the line to Roots Chairman of the Board, Erol Uzumeri.
Thank you, operator, good morning, everyone. On behalf of the Board of Directors of the company, it is a pleasure to welcome you to the fiscal 2023 Annual Meeting of Shareholders of Roots Corporation, which I now formally call to order. In accordance with our bylaws, Kaleb Honsberger, Roots General Counsel, will act as Secretary of the meeting. I would also ask Louise Waltenbury of Computershare Investor Services, Roots transfer agent, to act as scrutineer of the meeting. Notice of the annual meeting was mailed to shareholders on June 18th, 2024. We have received an affidavit of the Computershare confirming the mailing. I direct that a copy of this affidavit be kept with the records of this meeting. I have received the scrutineer's preliminary report on attendance at this meeting of shareholders. The secretary has confirmed that there is a quorum present.
I would ask that the secretary file a copy of the scrutineer's report with the minutes of this meeting. Of the approximately 40.3 million shares issued and outstanding, approximately 32.2 million or 80% are represented. I therefore declare that the meeting is properly constituted for the transaction of the business for which it has been called. I will begin today's meeting by outlining how voting and questions will be addressed in this virtual meeting format. Voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of each item. When you are asked to vote, you can do so using the voting icon on the right side of your screen. You will only have a certain amount of time to do so when the polls are open.
If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the meeting. Please note that only registered shareholders or duly appointed proxy holders that have logged into the meeting using their control number are entitled to vote or submit questions during this meeting. To submit a question, please use the Q&A feature of the online platform. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it is general in nature. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions until the formal business has been completed. Questions with common themes may be grouped together for efficiency.
I encourage you to submit your questions as early as possible and to keep your questions brief. I will now turn to our formal business. The items of business of the meeting are described in the Management Information Circular, which, in accordance with the notice and access procedure we have adopted, can be viewed online at investors.roots.com or under Roots profile on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca. There are three items of business to be considered today. First, to receive Roots consolidated financial statements for the 53-week period ended February third, 2024. Second, to elect the directors. Third, to reappoint the auditors and authorize the directors to fix their remuneration. To make the best use of our time, I will move and second all proposals which are called for in the notice of the meeting.
I now place before the meeting the fiscal 2023 consolidated financial statements of Roots and the auditor's report thereon. These are included in the annual report, which has been made available to shareholders. No action needs to be taken by shareholders with respect to such financial statements. We will now proceed to the election of directors. It is my pleasure to introduce the other director nominees, Phil Bacal, Mary Ann Curran, Greg David, Dale Lastman, our Lead Independent Director, Rick Mavrinac, our Chair of our Audit Committee, Dexter Peart, Meghan Roach, our President and CEO, and Joel Teitelbaum. Our Management Information Circular contains detailed biographies setting out the professional qualifications and experience of these nominees. Nine directors are to be elected. All of the nominees have consented to stand for election to the board. All nine proposed nominees are currently members of the board.
In keeping with best governance practices, our shareholders voting by proxy vote for directors individually rather than by a full slate. I'm pleased to report that based on the proxies received by the scrutineer in advance of the meeting, each director nominee received votes in favor of their election from at least 99.7% of votes cast. I will now move and second the nomination of each of the previously mentioned director nominees to hold office until the next annual meeting of shareholders or until their successors have been duly elected or appointed. Roots bylaws requires that nominations of directors by shareholders be received by the directors at least 30 days in advance of the meeting in order to be valid.
As no nominations other than those set forth in the Management Information Circular and included for election at this meeting were received prior to the deadline, the nominations are closed. As this is an uncontested election, the majority voting requirements under the Canada Business Corporations Act will apply. In short, under these requirements, in order for a nominee to be elected as a director, they must receive more votes in favor of their election than against. If a nominee fails to receive a majority of votes cast by shareholders in favor of their election, they will not be elected and the board position will remain open, except that an incumbent director will be permitted to remain in office for a prescribed period. You have now heard the motion for the election of directors. Are there any questions regarding this motion to be voting upon?
I now invite Kaleb Honsberger to read any questions submitted.
I see. good morning, Mr. Chair. Please wait a moment while I gather any questions submitted. I see no questions at this time. Please go ahead, Mr. Chair.
Thank you, Kaleb. I would now ask registered shareholders or duly appointed proxy holders to cast their votes through the online portal. As we mentioned, voting will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered shareholders and duly appointed proxy holders. The polls are now open, and at this point, all registered holders and proxy holders who have properly logged in with their control numbers or invite code and wish to vote will be able to see on the screen all motions being brought forth as at this meeting. Please register your votes by accessing the voting page and selecting the for and against buttons. For or against buttons next to the name of each proposed director nominee.
As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Thank you for casting your votes. We will now proceed with the final order of business, the reappointment of the auditors of the company for the ensuing year, and to authorize the directors of the company to fix the remuneration of the auditors. The audit committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the reappointment of KPMG LLP Chartered Professional Accountants as the auditors of the company. I move and second that KPMG LLP be reappointed auditors of the company until the next annual meeting of shareholders, and that the Board of Directors be authorized to fix their re-remuneration. Are there any questions regarding this motion to be voted upon?
I again invite Kaleb to read any questions submitted.
Mr. Chair, please wait a moment while I gather any questions submitted through the Q&A feature. I see no questions at this time. Please go ahead, Mr. Chair.
Thanks, Kaleb. I will now take a moment to ask that the balloting be opened and would ask registered shareholders or duly appointed proxy holders to cast their votes to the online portal. At this point, all registered holders and proxy holders who have properly logged in with their control numbers or invite code and wish to vote will be able to see this motion on their screen. As a reminder, if you've already voted or sent in your proxy, there's no need to do anything unless you wish to change your vote. Thank you for casting your votes. The polls are now closed. This brings us to the end of the voting on all items of business before the meeting.
We have been informed by the scrutineer that the preliminary vote report shows that each of the proposed director nominees have been duly elected as directors of Roots to hold office until the next annual meeting of shareholders, or until they resign or their successes are duly elected or appointed. KPMG LLP Chartered Professional Accountants are reappointed auditors of the company and that the directors are authorized to fix the auditors' remuneration. As there is no further business to be brought before the meeting, I now move and second the formal termination of the meeting and declare the meeting terminated. I want to thank the entire Roots team for their continued effort in leading the brand into this next chapter. On behalf of the Roots team, thank you for joining us today.
This concludes the meeting. You may now disconnect.