Good afternoon, ladies and gentlemen, and welcome to the Tidewater Midstream Annual General Meeting conference call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question and answer session. If at any time during this call you require immediate assistance, please press star zero for the operator. This call is being recorded on Wednesday, May 29, 2024. I would now like to turn the conference over to Thomas Dea, Chairman of Tidewater Midstream. Please go ahead.
Thank you, and good afternoon, everyone. It's now 2:30 P.M., and I will ask the meeting come to order. My name is Thomas Dea, and I am the Chairman of the Board of Directors of Tidewater, and accordingly, I'll be the Chair for today's meeting. On behalf of Tidewater, I welcome you to the meeting. I'd also like to welcome those shareholders and other listeners via the live audio webcast. Before we proceed with the formal business of the meeting, I'd like to introduce those Directors and Officers of Tidewater who are either present today or attending by webcast. Jeremy Baines, the CEO, Greta Raymond, Neil McCarron, Gail Yester, and David Smith. The key management in attendance are Aaron Ames, the interim CFO. Kent Chicilo, EVP, Shared Services, Chief Legal Officer, and Corporate Secretary. Jared Gurevitch, EVP, Midstream Commercial.
Shawn Heaney, EVP, Planning and Strategy. Andrea Decore, EVP, Commercial, Downstream and Development. Matt Millard, EVP, Downstream Operations. Steven Reisinger, VP, Midstream Operations. In advance of the formal matters, I'd like to acknowledge Doug Fraser. Doug has served for nine years on the Board of Tidewater and who will not be standing for re-election. The corporation, the entire Board, and Executive of Tidewater would like to thank Mr. Fraser for his dedication and support since 2015, which included time as the Lead Director and the Chair of the Audit Committee. Tidewater wishes you, Doug, all the best in your next endeavors. In accordance with our bylaws, Kent Chicilo, EVP, Shared Services, Chief Legal Officer, Corporate Secretary, will act as Secretary of the meeting, and I appoint the representatives of TSX Trust Company to act as scrutineers of the meeting.
The notice calling this meeting, the Information Circular, and a form of proxy were mailed to all registered shareholders on April 26th, 2024. The declaration of mailing is available for inspection by any shareholder, and I would ask that the Secretary file a copy of such with the minutes. I've been advised by the scrutineers that a quorum has been met for this meeting. The scrutineers' report is available for inspection by any shareholder. I would ask that the Secretary file a copy of such with the minutes. With that said, I declare this meeting is regularly called and properly constituted for the transaction of business. In terms of our agenda today, we'll deal first with the formal business of the meeting, as described in the Information Circular.
Following the formal business, we will open the floor and the phone line, and we would be pleased to answer any questions you may have. To facilitate the timely completion of the formal business, arrangements have been made with certain shareholders to move and second the resolutions to be considered. I'd like to take a moment to discuss voting procedures. Voting will occur in person. We will have a ballot on certain matters to properly document the voting at the meeting. If you are a registered shareholder and have not already submitted a form of proxy or a proxy holder and you have not received a ballot, please identify yourself to the scrutineers and a ballot will be provided to you.
Any shareholder or proxy holder wishing to speak is requested to identify himself or herself, and when recognized by the Chair, provide his or her name and indicate whether he or she is a registered shareholder or a proxy holder before addressing the meeting. Any shareholder who is on the line, please hold your questions until the end of the meeting when we will open the phone line for questions. The first item of business is the presentation of the audited financial statements of the corporation for the year ended December 31, 2023, and the report of the auditor thereon. The financial statements and the report of the auditor thereon are available on SEDAR and have been sent to those shareholders who requested copies. The next item of business is to fix the number of Directors of the corporation to be elected.
May I please have a motion in this regard?
I move that the number of Directors of the corporation to be elected be fixed at seven.
I second the motion.
Is there any discussion? All those in favor, please signify in the usual manner by raising your right hand. Any opposed? I declare the motion carried. The next item of business is to elect the Directors of the corporation. Tidewater has nominated seven Directors and did not receive any nominations from shareholders in accordance with our bylaws. Accordingly, I will now receive the corporation's Director nominees.
I nominate the following individuals as Directors of the corporation: Thomas Dea, Jeremy Baines, Greta Raymond, Michael Salamon, Neil McCarron, Gail Yester, and David Smith.
May I please have a motion to elect those individuals nominated as Directors?
I move that the corporation's Director nominees be elected for Directors of the corporation to hold office until the close of the next annual meeting of shareholders or until the successors are elected or appointed.
I second the motion.
Is there any discussion? All those in favor, please signify in the usual manner by raising your right hand. Are there any opposed? I declare the motion carried. The next item of business is to appoint the Auditor of the corporation. May I please have a motion in this regard?
I move that Deloitte LLP be reappointed as Auditors of the corporation to hold office until the close of the next annual meeting of shareholders or until their successor is elected or appointed, and that Deloitte LLP's remuneration be fixed by the Board.
I second the motion.
Is there any discussion? All those in favor, please signify in the usual manner by raising your right hand. Are there any opposed? I declare the motion carried. The next item of business is to approve the unallocated deferred share units under the Deferred Share Unit Plan of the corporation. May I please have a motion in this regard?
I move that the resolutions, as set forth in the Information Circular, to approve the unallocated deferred share units under the Deferred Share Unit Plan of the corporation, be approved.
I second the motion.
Thank you. Is there any discussion? In order to accurately record the voting results of this resolution, it's necessary to conduct a vote on the resolution by ballot. If you've not received a ballot, please identify yourself. I've received the report on the ballot from the scrutineers and declare the motion carried. The next item of business is to approve the consolidation of the corporation shares on a 1-for-10 basis. May I please have a motion in that regard?
I move that the resolutions, as set forth in the Information Circular, to approve the amendment to the corporation's articles to consolidate the Common Shares in the capital of the corporation, be approved.
I second the motion.
Is there any discussion? In order to accurately record the voting results of this resolution, it's necessary to conduct a vote on this resolution by ballot. If you've not received a ballot, please identify yourself. I have received the report on the ballot from the scrutineers and declare the motion carried. The final, final item of business is to approve, on an advisory, non-binding basis, the corporation's approach to executive compensation. May I please have a motion in this regard?
I move that the resolution, as set forth in the Information Circular, to accept on an advisory, non-binding basis, the corporation's approach to executive compensation be approved.
I second the motion.
Thank you. Is there any discussion? In order to accurately record the voting results of this resolution, it's necessary to conduct a vote by ballot. If you've not received a ballot, please identify yourself. I have received the report on the ballot from the scrutineers and declare the motion carried. That concludes the formal business of the meeting. I declare the meeting adjourned. So we'll now have the Q&A portion. Or rather, now that the formal business of the meeting is concluded, we'll open the floor for shareholder questions. If you have any questions, we ask that you please raise your hand, wait to be acknowledged and handed a microphone, then begin your question by identifying yourself and indicate whether you are a registered shareholder or proxy holder. Okay, I'm told that there is no one on the phone lines at this time.
I don't see any questions from the floor. We'll just leave a few more moments in case anyone does wanna ask a question. You guys are making my job easy. Okay, thank you. There are no questions, so that ends the formal proceedings and the Q&A session. Thank you for coming.
Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.