AGM 2020

Jun 18, 2020

Good afternoon, ladies and gentlemen, and welcome to the SunOpta Annual Meeting of Shareholders Conference Call. At this time, all telephone participants are in a listen only mode. As a reminder, this conference call is being recorded. I would now like to turn the call over to your host, Dean Hollis, Chair of the SunOpta Board of Directors and Acting Chair for today's meeting. Mr. Hollis, please proceed. Thank you, operator. Good afternoon, and welcome to the 2020 Annual Meeting of Shareholders of SunOpta Inc. I would like to introduce the persons joining me today via telephone. Director, Al Bowles, Derek Griffith, Michael Detlefsen, Joe Inan, Rebecca Fisher, Leslie Starr Keating, Cathy Hood and Brendan Springstub Director nominee, Ken Kemp and representatives of management Scott Huckins and Jill Burnett. Before turning to the formal business of the meeting, I would like to thank Director Michael Detlason for the contributions he has made to the SunOpta Board over the past 7 years and also Director Brendan Springstub for his contributions to the Board the past 4 years. We wish Michael and Brendan the very best for the future. Now let's turn to the formal business of the meeting. I would like to call this meeting to order. Our Corporate Secretary is Jill Barnett, and she will act as secretary of the Annual Meeting. We will now proceed with the business of the meeting. If there are any proxies not yet deposited, I would ask that those who are holding such proxies deposit them with the secretary now. As Chair, I rule that all proxies deposited with Secretary are valid proxies. With the permission of the meeting, I will appoint Leanne Branston and Rita Gutierrez Fernandez from Broadridge Financial Solutions, Inc. As scrutineers of the meeting. If there is no objection to such appointment, I declare Ms. Branston and Ms. Gutierrez Fernandez to be the scrutineers. The scrutineers report indicates that a quorum of shareholders is in attendance in person or by proxy. The scrutineers' formal report will not be available for a moment. However, when available, I direct it to be annexed to the minutes of this meeting. Please note the voting results for each of the items before this meeting today will be disclosed via news release and Form 8 ks, which will be filed with the U. S. Securities and Exchange and the Ontario Securities Commission within the next few days. A declaration of mailing of the notice calling an annual meeting has been duly filed. And since you have received the notice of meeting and accompanying materials, I would suggest a resolution be moved dispensing with the reading of the notice and accompanying materials and that the same be taken as read. I move that the reading of the notice and accompanying materials be hereby dispensed with and that for all purposes of this meeting, the notice and accompanying materials be taken as having been read in full at this meeting. I second the motion. All those in favor, please signify by saying aye. Aye. Aye. All those against the motion, please signify by saying nay. I declare the motion carried. Service of notice calling the annual meeting has been duly approved and a quorum being present. This meeting is regularly called and properly constituted for the transaction of business as set forth in the notice. The previous meeting of shareholders was held on May 30, 2019, and to save time, I suggest a resolution be moved dispensing with the reading of the minutes of that meeting and taking them as read and approved. I move that the reading of the minutes of the previous meeting of shareholders held on May 30, 2019, be hereby dispensed with and that the meeting minutes be taken as read and approved. I second the motion. All those in favor, please signify by saying aye. Aye. All those against the motion, please signify by saying nay. I declare the motion carried. I have before me the annual report and the audited consolidated financial statements of SunOpta, Inc. For the year ended December 28, 2019, approved on behalf of the Board of Directors of the company. Copies of the financial statements have previously been made available to shareholders pursuant to the notice and access system under applicable security laws. Should any shareholder wish to receive a copy, it may be accessed on our website at www.sunopta.com under the Investor Relations tab. Should you wish to receive a hard copy, you may request 1 by completing an information request on our website under the Investor Relations tab. In order to expedite voting on the matters to come before this meeting, I propose to conduct the vote on all matters by asking shareholders to signify their approval of a motion by saying aye, and if you are against a motion by saying nay. Now we will proceed with the first item on the agenda, the election of directors for the ensuing year. In accordance with the company's articles, the SunOpta Board of Directors has fixed the number of Directors to be elected at the meeting at 8 Directors and has proposed the following individuals for election as Directors to hold office until the next annual meeting with shareholders or until their successors are elected. Doctor. Albert Bowles, Derek Griffith, Joe Inan, Rebecca Fisher, Dean Hollis, Katrina Hood Leslie Starr Keating Ken Kemp. Since no further nominations were received by the company in accordance with the company's advanced notice by law number 15, I declare the nominations closed. Based on results provided by the scrutineer, all nominees have received more 4 votes than withheld votes and thus are deemed elected in accordance with the majority voting provisions of the company's bylaws. As a result, I declare the individuals nominated to be duly elected directors of the company, told office until the next annual election of directors or until their successors are duly elected or appointed. Next item on the agenda is the appointment of the independent registered accounting firm and auditor of the company for the ensuing year. And I believe Scott Hawkins has a resolution in this regard. I move that Ernst and Young LLP, Chartered Professional Accountants be appointed the independent registered public accounting firm and auditor of the company until the close of the next Annual Meeting of Shareholders and that the Audit Committee of the Board of Directors be authorized to fix their remuneration. I second the motion. All those in favor, please signify by saying aye. Aye. Aye. All those against, please signify by saying nay. I declare the motion carried. The next item on the agenda is the approval on an advisory basis of a resolution relating to the compensation of the company's named executive officers. I believe Joanna had a resolution in this regard. I move that the company's shareholders approve on an advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the United States Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table and other related tables and narrative discussion under the executive compensation caption. I second the motion. All those in favor, please signify by saying aye. Aye. All those against, please signify by saying nay. I declare the motion carried. The next item on the agenda is the selection on a non advisory binding advisory basis regarding the frequency with which the company should provide for an advisory vote regarding the compensation of the company's named executive officers. In the company's proxy statement delivered in advance of this meeting, shareholders were provided with frequency of vote options of 1 year, 2 years and 3 years. Based on said voting, a 1 year frequency has been selected by a majority of shareholders tendering votes. As a result, it is resolved on a nonbinding advisory basis and not to diminish the role and responsibilities of the Board of Directors, but the company will continue to provide an advisory vote regarding the compensation of named executive officers on an annual basis. The next item on the agenda is the approval of a resolution relating to the amended 2013 stock incentive plan in the form of Exhibit A attached to the proxy statement for this meeting. I believe Jill Barnett has a resolution in this regard. I move that the resolution regarding the amended 2013 Stock Incentive Plan and the form set forth in the proxy statement under the heading, Proposal 5, Approval of Amended 2013 Stock Incentive Plan be approved. I second the motion. All those in favor, please signify by saying aye. Aye. Aye. Aye. All those against, please signify by saying nay. I declare the motion carried. There being no further business, may I have a motion for termination of a legal portion of our meeting? Mr. Chair, I move that the annual meeting of shareholders be terminated. I second the motion. I declare the motion carried. This concludes the legal portion of our meeting. In closing, I would like to thank our shareholders for their ongoing support, my colleagues on the Board, our senior management team and all of our employees for their hard work and dedication and all our valued customers for their business. Operator, I will now turn it over to you for any questions. Thank you. There are no telephone questions at this time. I will now turn the call back over to the presenters. Thank you for joining us today for SunOpta's Annual Meeting of Shareholders. Have a great day. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.