Good afternoon, ladies and gentlemen. Thank you for standing by, and welcome to the 2024 Annual Meeting of the Shareholders of the TFI International. At this time, all participants are on a listen-only mode. I would like to remind everyone that this call is being recorded on Thursday, April 25, 2024. I will now turn the call over to Mr. Alain Bédard, Chairman of the Board, President, and Chief Executive Officer of TFI International. Please go ahead, sir.
Well, thank you, and good afternoon, ladies and gentlemen. Welcome to the 2024 Annual Meeting of the Shareholders of TFI International. Participation at this meeting by myself, the scrutineers, and certain proxy holder is being done remotely, and we are therefore making this meeting available by telephone. We've asked all shareholders to vote by proxy prior to the meeting, which many of you have done, and we thank you for doing so. Shareholders will be able to ask questions in a few minutes after we have conducted the official businesses of the meeting. In order to ask your question, please follow the instruction from the operator at the conclusion of the official business. We thank you for your understanding. We will now start the meeting.
I will act as chairman of the meeting, and with the consent of the meeting, I'll ask Josiane-Mélanie Langlois, who is present at TFI's head office in Montreal, to act as secretary. Also, with the consent of the meeting, I would now ask Steve Gilbert and Claire Girard of Computershare Trust Company of Canada to act as scrutineers for the meeting, tabulate the number of shareholders and the number of shares represented at this meeting in person or by proxy, and report thereon to me as chairman of the meeting. There are several routine matters to be dealt with at this meeting. To expedite matters, I've arranged for certain people to make and second the various motions.
The matter to be considered at this meeting are: the presentation of the 2023 annual financial statement of TFI, the election of the directors for the upcoming year, the appointment of TFI's auditors, and a non-binding advisory vote approving the compensation of TFI's named executive officer, commonly known as Say on Pay. The election of directors will be held by ballot. Unless a ballot is required by a registered shareholder or a proxy holder, all other votes at this meeting will be conducted by voice, by voice vote, as permitted by the Canada Business Corporations Act. I'll now begin the official portion of this meeting, starting with the scrutineers' report. So I call upon the scrutineers to present their report on attendance, and I direct that such report be annexed to the minutes of this meeting as scheduled.
Mr. Chairman, we, the undersigned scrutineers from Computershare Trust Company of Canada, hereby report that there are at least two shareholders and/or proxy holders present at this meeting, representing in person or by proxy 68,153,642 shares, meaning 80.66% of the total 84,497,068 outstanding shares of TFI International Inc. I will hand in the report signed by myself, Steve Gilbert, and by Claire Girard, both as scrutineers. Thank you.
Well, thank you. So the scrutineers' report shows a quorum to be present, so I declare the meeting to be regularly constituted. The notice calling this meeting and accompanying documents have been mailed or made available electronically to all shareholders of TFI and to its external auditors. With the consent of the meeting, I will dispense with the reading of the notice. Also, with the consent of the meeting, we will dispense with the reading of the minutes of the last meeting of shareholders, held on April 26, 2023, and I direct that such minutes be taken as read and approved and that they be signed as being correct. The first item on the agenda is a presentation of the 2023 audited financial statements.
The annual report, containing the consolidated financial statements of TFI International for the fiscal year ended December 31st, 2023, and the auditor's report thereon, have been mailed to shareholders who requested them. They're also available electronically on SEDAR+, EDGAR, and on the TFI International's website. So the next item of business is the election of the directors of TFI International.
So I would now like to introduce the 11 candidates for election this year, and they are: Leslie Abi-Karam, independent advisor and corporate director; André Bérard , corporate director; William T. England, consultant and corporate director; Diane Giard, consultant and corporate director; Deborah Kelly- Ennis, consultant and corporate director; Neil D. Manning, corporate director; Sébastien Martel, corporate director and CFO of BRP Inc.; John Pratt, corporate director; Joey Saputo, corporate director and president of Arbec Forest Product Inc.; Rosemary Turner, consultant and corporate director; and myself, Alain Bedard, chairman of the board, president, and Chief Executive Officer of TFI International. I declare the meeting open for nomination and Josiane Langlois to present her nomination.
Thank you. I'm Josiane Langlois. I'm a proxy holder for TFI International, and I nominate each of Leslie Abi-K aram, Alain Bedard, André Bérard, William England, Diane Giard, Deborah Kelly-Ennis, Neil Manning, Sébastien Martel, John Pratt, Joey Saputo, and Rosemary Turner as directors of TFI International to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
Thank you. Are there any further nominations? Okay, so as there are no further nomination, I declare the nomination closed. We will now vote in order to comply with the Canada Business Corporations Act, and we will vote by ballot so that the votes for and against each nominee can be accurately compiled. As all ballots were signed, submitted, and tabulated prior to this meeting by proxy holder, I now call upon the scrutineers to present the results of the vote on the elections of directors.
Yes, Mr. Chairman. We hereby report that the 11 nominees received votes in favor, ranging from 91% to 99% of all shares voted at this meeting for their reelection as directors. Thank you.
Well, thank you. So based on the, based on these results, I declare that the 11 nominees have been elected as director of TFI International to hold office until the next annual meeting of shareholders or until their successors are elected or appointed. TFI International will issue a press release announcing the results and file a detailed report of voting results on SEDAR+ and EDGAR shortly after this meeting. The next item of business is the appointment of auditors of TFI International, and I would ask David Saperstein to present a motion.
Thank you. I am David Saperstein, and I am a proxy holder of TFI International. Be it resolved that KPMG LLP, chartered professional accountants, be it, and they are hereby appointed auditor of TFI International Inc. to hold office until the next annual meeting of shareholders at such remuneration as may be fixed by the directors of TFI International, and the directors be, and they are hereby authorized to fix such remuneration.
Thank you. I would now ask Josiane Langlois to second the motion.
Yes, I second the motion.
Thank you. So all those in favor, please say yes.
Yes.
Yes.
Yes.
Okay. All those, all those against, please say no. Very good. So I declare the motion carried. The next item of business is a non-binding advisory vote on executive compensation, or Say on pay, as set out in our management information circular dated March 13, 2024. At last, I would ask Josiane Langlois to present the motion set out in our management information circular, please.
Yes. Resolve that on an advisory basis and not to diminish the role and responsibilities of the board, that the shareholders approve the compensation of the corporation's named executive officers, as disclosed in the management information circular dated March 13, 2024, including the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosure.
Thank you, and I will ask David Saperstein to second the motion.
I second the motion.
Thank you. All those in favor, please say yes.
Yes.
Yes.
Yes.
All those against, please say no. Okay. Well, thank you. So I declare the motion carried, and we thank all shareholders who voted. As we have completed the official business of the meeting, I now ask for a motion to terminate the meeting.
I move that the meeting be terminated.
I second the motion.
Thank you. All those in favor, please say yes.
Yes.
Yes.
Yes.
All those against, please say no. Okay, so I declare the motion carried and the official portion of the meeting terminated. So the meeting is now open for questions. So operator, please proceed with the question period.
Certainly. Ladies and gentlemen, if you'd like to ask a question, you may press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. Please stand by while we compile the Q&A roster. There are no questions in the queue. I'd like to hand it back to you, Mr. Bédard, for his closing remarks.
Yeah, thank you. Thank you, operator, and thank you to our shareholders for your support of TFI International. So then, this concludes our meeting. Thanks.
Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time, and have a wonderful day.