Good morning, everyone. I want to thank you all for joining us this morning. This is the annual and special meeting of the unitholders and special voting units of SmartCentres Real Estate Investment Trust. The meeting will now come to order. My name is Mitchell Goldhar, and I am the Executive Chairman of SmartCentres. Before we start the formal portion of the meeting, I will introduce the other trustees and officers of SmartCentres who have joined today. Trustees: Peter Forde, who is also President and Chief Executive Officer, Garry Foster, Greg Howard, Jamie McVicar, Sharm Powell, Kevin Kobus, and Michael Young. And in terms of officers, in addition to myself and Peter Forde, we have Peter Sweeney, Chief Financial Officer, Rudy Gobin, Executive Vice President, Portfolio Management and Investments, Mauro Pambianchi, Chief Development Officer, Allan Scully, Executive Vice President, Development, and Paula Bustard, Executive Vice President, Development.
Michael Young is the Lead Independent Trustee of SmartCentres, and Michael will be the Chairman of this meeting. Michael?
Thanks, Mitch. As this meeting is being held virtually by a live audio webcast, I will first set out a few matters to ensure the orderly conduct of the meeting. For the purposes of the meeting today, voting on all matters will be conducted by way of electronic ballots via an online poll. The poll will be open for all matters throughout the meeting following the reading of the first item of business. We will briefly pause after the discussion of each item of business to allow registered unitholders and duly appointed proxy holders time to vote, but note that the electronic ballots may be cast at any time while the poll remains open.
If you've voted your units prior to the start of the meeting, your vote has been received by the scrutineer, and there is no need to vote those units during the meeting unless you wish to revoke or change your vote. Questions in respect of a motion can be submitted by any registered unitholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting.
In the unlikely event of a serious unforeseen technological issue which prevents the meeting from continuing, the meeting will be rescheduled. I would also like to caution you by stating the following: forward-looking statements may be made today. Certain material factors and assumptions were implied in providing these statements, many of which are beyond our control. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements.
A summary of these underlying assumptions, risks, and uncertainties is contained in our various securities filings, including our Annual Information Form and Management's Discussion and Analysis for the year ended December thirty-first, two thousand and nineteen, and for the three and nine months ended September 30, 2020 , all of which are available on SEDAR and on the SmartCentres website. These forward-looking statements are made as of today's date, and except as required by applicable securities law, we undertake no obligation to publicly update or revise any of such statements.
Additionally, past performance is not indicative of future results, given the risks and uncertainties described in our AIF and MDAs, including with respect to COVID-19. We will now proceed with the formal portion of today's meeting. With consent of the meeting, I appoint Chris Murray, legal counsel for SmartCentres, as Secretary of the meeting, and Computershare Trust of Canada, represented today by Amy Kam and Jamie Basik, as scrutineer for the meeting. A notice informing unitholders of the meeting, along with a Management Information Circular and a formal proxy, were mailed to the unitholders of record of units and special voting units as of October 26, 2020. I will use the term unitholders to refer to both holders of units and holders of special voting units.
The audited financial statements and related management discussion and analysis of SmartCentres for the year ended December thirty-first, two thousand and nineteen, have also been mailed to anyone who requested to receive those documents. The Computershare has provided an affidavit of mailing of the notice calling this meeting, and the Management Information Circular and the form of proxy for the meeting. I request that a copy of the notice of the annual general and special meeting of unitholders, together with the affidavit attesting to the mailing of the notice, the Management Information Circular, and the form of proxy, be kept by the Secretary with the records of the meeting. I propose to dispense the reading of the notice calling this meeting.
The Declaration of Trust of SmartCentres provides that the quorum for this meeting is at least two persons present and holding or representing by proxy, not less than 25% of the units and special voting units. I've been advised that there are present by proxy, a sufficient number of units and special voting units that constitute a quorum. I declare that this meeting has been regularly called and is properly constituted for the transaction of business. The scrutineer's report will be provided to the secretary of the meeting and will be incorporated into the meeting's minutes. In order to expedite the formal part of the meeting, I will propose and second various motions.
While this procedure will assist the handling of the formal matters, it should not discourage any registered unitholder or proxy holder from submitting questions or remarks through the instant messaging, messaging service of the virtual interface, in reference to any motion after it has been proposed and seconded. When submitting a question or remark, please indicate your name, which entity you represent, and if any, and indicate whether you are a unitholder or proxy holder in your message. In the interest of fairness to all unitholders, I would ask you to be brief with your questions and remarks. The first item of business is the presentation of the audited financial statements of SmartCentres Real Estate Investment Trust for the year ended December thirty-first, two thousand and nineteen.
As stated earlier, the two thousand and nineteen audited financial statements and related MD&A were mailed to all unitholders who requested to receive those documents. I do not propose to read the financial statements to the meeting, nor to ask unitholders to approve the financial statements, but they are taken as presented to the meeting. The next item of business is the election of trustees. As stated in the Management Information Circular, the trustees of SmartCentres have adopted a policy that entitles unitholders to vote for each nominee on an individual basis.
In addition, the trustees have adopted a policy stipulating that if the votes in favor of a nominee for the election of a trustee of SmartCentres represent less than the majority of the units voted and withheld, the nominee will submit his or her resignation after the meeting for consideration of the Corporate Governance and Compensation Committee. It is proposed that the six nominees set out in the Management Information Circular be elected as trustees to hold office until the next annual meeting or until their successors are elected or appointed. The Penguin Group has confirmed Gregory Howard and Mitchell Goldhar will be the Penguin Group appointees to the remaining two positions of the board.
The nominees for election to the six trustee positions to be determined by unitholders of SmartCentres, to hold office until the next annual meeting of unitholders or until their successors are elected or appointed, are Peter Forde, Garry Foster, Jamie McVicar, Sharm Powell, Kevin Kobus, and me, Michael Young. As no notice of additional trustee nominees was received in accordance with SmartCentres advance notice policy, I declare nominations closed. I move and second a motion to elect the nominees. Were there any questions or comments submitted in connection with the election of the trustees?
No, we have not received any questions or comments related to this item.
Okay. Thank you, Peter. The poll is now open for all matters and will remain open until indicated after all items of business have been addressed. If you have not already done so, please vote on the election of trustees now. Once the online poll is closed, after all items of business have been considered, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business is the appointment of the auditor of SmartCentres for the next year. I move and second that PricewaterhouseCoopers LLP, Chartered Professional Accountants, be appointed the auditor of SmartCentres to serve until the next annual meeting of unitholders or until their successors are appointed, and that their remuneration be fixed by the trustees of SmartCentres. Were there any questions or comments submitted in connection with the appointment of the auditor?
No, Michael, we have not received any questions or comments related to this item.
Okay. Thank you. If you have not already done so, please cast your vote on the resolution to appoint the auditor now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. As stated on page 66 of the Management Information Circular prepared for this meeting, unitholders are asked to consider an annual non-binding advisory resolution respecting our compensation practices. As this is an advisory vote, the results will not be binding upon the Board of Trustees of SmartCentres. However, the Board of Trustees will take the results of the vote into account as appropriate when considering future compensation policies, programs, and decisions.
I move and second that on an advisory basis, not to diminish the role and responsibilities of the Board of Trustees of SmartCentres, the approach to executive compensation is disclosed in the Management Information Circular of SmartCentres, dated November sixth, twenty twenty, be accepted. Were there any questions or comments submitted in connection with this matter?
No, we have not received any questions or comments related to this matter.
Okay, thank you. If you have not already done so, please cast your vote on the non-binding advisory resolution respecting our compensation practices now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business to consider and have thought advisable to pass a resolution approving certain amendments to SmartCentres' Declaration of Trust to extend the term and make other amendments in respect of the voting top-up rate held by Mr. Mitchell Goldhar and clarify other governance rights. The full text of the resolution is set out on page 69 of the Management Information Circular prepared for this meeting under the heading Particulars of Matters to Be Acted Upon, Amendments to Declaration of Trust, MG Amendments.
A blackline comparison of the relevant pages of SmartCentres' Declaration of Trust, reflecting the proposed amendments, is attached as Schedule B to the Management Information Circular. This amendment resolution must be approved by the affirmative vote of two-thirds of the votes cast by all unitholders entitled to vote and present in person or by proxy at the meeting, and a majority of the votes cast by those unitholders entitled to vote at the meeting who do not have an interest and are not related parties or joint actors with any person who has an interest in these amendments.
I move and second that the resolution approving certain amendments to SmartCentres' Declaration of Trust, as set out on page 69 of the Management Information Circular dated November sixth, 2020, be approved. Were there any questions or comments submitted in connection with these amendments to the Declaration of Trust?
No, we have not received any questions or comments related to this item.
Okay, that's good. Thank you. If you have not already done so, please cast your vote on the resolution respecting these amendments now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business to consider and have thought advisable to pass a resolution approving certain amendments to SmartCentres' Declaration of Trust related to its investment guidelines and operating policies and the composition of its Investment Committee. The full text of the resolution is set out on page 71 of the Management Information Circular prepared for this meeting under the heading Particulars of Matters to be Acted Upon, Amendments to Declaration of Trust, Investment Guideline Amendments.
A blackline comparison of the relevant pages of SmartCentres' Declaration of Trust, reflecting the proposed amendment, is attached as Schedule C to the Management Information Circular. This amendment resolution must be approved by the affirmative vote of two-thirds of the votes cast by all unitholders entitled to vote and present in person or by proxy at the meeting. I move and second that the resolution approving certain amendments to SmartCentres' Declaration of Trust, as set out on page 71 of the Management Information Circular dated November sixth, 2020, be approved. Were there any questions or comments submitted in connection with these amendments to the Declaration of Trust?
No, we have not received any questions or comments related to this matter.
Okay, that's good. Thank you. If you have not already done so, please cast your vote on the resolution respecting these amendments now. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. The next item of business to consider, and if thought advisable, to pass a resolution approving certain amendments to SmartCentres' Declaration of Trust, to permit meetings of unitholders to be held electronically and to permit voting at unitholder meetings by means of telephonic, electronic, or other communication facilities and to address other administrative matters. The full text of the resolution is set out on page 73 of the Management Information Circular prepared for this meeting under the heading Particulars of Matters to be Acted Upon, Amendments to Declaration of Trust, General Amendments.
A blackline comparison of the relevant changes of SmartCentres Declaration of Trust, reflecting the proposed amendments, is attached as Schedule D to the Management Information Circular. This amendment resolution must be approved by the affirmative vote of a majority of the votes cast by all unitholders entitled to vote and present in person or by proxy at the meeting. I move and second that the resolution approving certain amendments to SmartCentres Declaration of Trust, as set out on page 73 of the Management Information Circular dated November sixth, 2020, be approved. Were there any questions or comments submitted in connection with these amendments to the Declaration of Trust?
No, Michael, we have not received any questions or comments related to this item.
Okay, that's good. If you've not already done so, please cast your vote on the resolution respecting these amendments now. Once the poll is closed, the scrutineer will tabulate the votes, and we will report on the results towards the end of the meeting. The next item of business to consider and thought advisable, to pass a resolution approving the adoption of a new equity incentive plan, which provides for a maximum of three million units reserved for issuance thereunder, and which contemplates that awards may be settled in units issued from treasury or in cash at the election of the participant. The full text of the resolution is set out on page 76 of the Management Information Circular prepared for this meeting under the heading Particulars of Matters to be acted upon, EIP.
A copy of the equity incentive plan is attached as Schedule E to the Management Information Circular. This resolution must be approved by the affirmative vote of a majority of the votes cast by all the unitholders entitled to vote and present in person or by proxy at the meeting. I move and second that the resolution adopting the equity incentive plan is set out on page 76 of the Management Information Circular, dated November sixth, 2020, be approved. Were there any questions or comments submitted in connection with the equity incentive plan?
No, we have not received any questions or comments related to this item.
Okay, very good. If you have not already done so, please cast your vote on the resolution respecting the equity incentive plan. Once the poll is closed, the scrutineer will tabulate the votes cast, and we will report on the results towards the end of the meeting. As this is the last item of business, we will provide registered unitholders and duly appointed proxy holders a few moments to complete the electronic ballot before closing the poll. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. I now declare the poll closed on each of the items of business. Thank you very much. The scrutineer will now tabulate the results, and we will disclose the official voting results shortly after this meeting.
However, we have been advised that based on proxies received prior to the meeting, the preliminary results are as follows: With respect to the motion to elect trustees, each of the six nominees listed in the Management Information Circular dated November 6, 2020 , have received majority of votes cast by proxy in favor of his or her election. Therefore, I confirm they are elected as trustees. With respect to the motion to appoint PricewaterhouseCoopers LLP as the auditor of SmartCentres for the next year, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried.
With respect to the motion that on an advisory basis, the approach to executive compensation, as disclosed in the Management Information Circular dated November sixth, 2020 , be accepted, a majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that the resolution approving certain amendments to SmartCentres' Declaration of Trust, to extend the term and make other amendments in respect of voting top-up right held by Mr. Mitchell Goldhar, and clarify other governance rights as set out on page 69 of the Management Information Circular dated November 6, 2020 , be approved.
More than two-thirds of the votes cast by proxy were in favor of the motion, and a majority of the votes cast by proxy by disinterested unitholders were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that the resolution approving certain amendments to SmartCentres' Declaration of Trust related to its investment guidelines and operating policies and the composition of its Investment Committee is set out on page 71 of the Management Information Circular dated November 6, 2020, be approved. More than two-thirds of the votes cast by proxy were in favor of the motion. Therefore, that motion has been carried.
With respect to the motion that the resolution approving certain amendments to SmartCentres' Declaration of Trust to permit meetings of unitholders be held electronically, and to permit voting by unitholder meetings by means of telephonic, electronic, or other communication facilities, and to address other administrative matters, as set out on page 73 of the Management Information Circular, dated November sixth, 2020, be approved. A majority of the votes cast by proxy were in favor of the motion. Therefore, the motion has been carried. With respect to the motion that the resolution adopting the Equity Incentive Plan, as set out on page 76 of the Management Information Circular, dated November sixth, 2020, be approved.
Majority of the votes cast by proxy were in favor of the motion. Therefore, that motion has been carried. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release in accordance with policies of the TSX. Now that I have completed the formal items of business for this meeting, I propose that we terminate the meeting and move on to a brief question and answer session. With the consent of the meeting, I declare that the formal part of this meeting has been terminated.
We'll ask whether any unitholders or proxy holders have any questions. If so, please submit your question by using the instant messaging service of the virtual interface. When submitting a question, please indicate your name, which entity you represent, if any, and indicate whether you are a unitholder or proxy holder in your message. In the interest of fairness to all unitholders, I would ask you to be brief with your questions. As there would appear to be no questions, I think it's appropriate to conclude the question period now, and thank you all again for attending today's meeting.