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Nordion Inc. (NDZ)

2013 Annual Shareholders Meeting

March 06, 2013 11:00 am ET

Executives

William D. Anderson - Chairman

G. Peter Dans - Chief Financial Officer and Senior Vice President

Steve M. West - Chief Executive Officer, President, Director, Member of Technology Committee and Interim Chief Operating Officer of Targeted Therapies

Presentation

William D. Anderson

Okay. Good morning. Welcome to the 2013 Annual Shareholders Meeting of Nordion Inc. I'm Bill Anderson, Chairman of the Board of Directors, and I will act as Chairman of the Meeting.

Joining me today at the front are 3 officers of the corporation: Steve West, the CEO; Peter Dans, Chief Financial Officer; and Chris Ashwood, our Senior VP of corporate services.

Some of the information we share with you today may contain forward-looking information, which we remind you is not a guarantee of future performance and is of course subject to risks and uncertainties. I refer you to the full text of our statement of forward-looking information on the screen at the front of the room.

As in the past, the format of the meeting will be to first deal with the formality for the annual meeting. Steve will provide his thoughts about the past year and more importantly, the outlook for the company, and I will return to offer a few words on behalf of the board, as well as to facilitate any questions that you may have.

In addition, if you have any matters that you would like to discuss with any members of management or the board, I would invite you to do so at the reception that will take place following the meeting.

Agendas for today's meeting are on the chairs throughout the room. If you don't have one, please raise your hand and we will provide you with one. Now if we could move to the formalities of the meeting. I would like to call the meeting to order, and I would request that Peter Dans act as Secretary of the meeting and CIBC Mellon Trust by its representatives, Gregory Ashby and Karen Girard [ph] from Canadian Stock Transfer Company to act as scrutineer. Peter, would you please confirm that notice of the meeting has been properly mailed?

G. Peter Dans

Mr. Chairman, I have a declaration of CIBC Mellon Trust company that the notice of meeting, information circular and proxy were mailed on February 8, 2013, and could confirm that the notice of meeting was properly mailed.

Steve M. West

Thanks, Peter. I therefore declare that the notice calling the meeting has been probably given and would ask that the statutory declaration as to the mailing of notice of meeting, information circular and proxy be attached to the minutes of this meeting.

The scrutineers' preliminary report on attendance has been provided to me, and it indicates that there are 124 shareholders holding just over 42 million common shares represented in person or by proxy at this meeting. This represents 67.85% of the issued and outstanding common shares. I am advised by the secretary that this represents a quorum and that this meeting is therefore, properly constituted.

Accordingly, I declare this meeting to be properly constituted for the transaction of business.

May I have a motion to dispense with the reading of the minutes of the March 7, 2012 annual meeting of shareholders and to approve the minutes?

Unknown Attendee

[indiscernible]

Steve M. West

Thank you, Will. Felicias [ph], may we have a seconder?

Unknown Attendee

[indiscernible]

William D. Anderson

Okay, thanks, Tom. All in favor? Please raise your hand.

[Voting]

William D. Anderson

Contrary, if any?

[Voting]

William D. Anderson

The motion is carried. I would like to formally table the company's annual report and financial statements for the year ended October 31, 2012, together with the auditor's report thereon. If there are any questions related to this report or to other financials, I would then ask that you hold them until the other presentations have been completed.

I would now like to move the election of directors. In addition to Steve West and myself, we have 7 directors to be elected for a term of 1 year. A summary of the experience and areas of expertise of each nominated Director is set out in the notice of meeting and information circular related to this meeting. May I have the nominations, please, and I would ask that each individual stand when their name is called.

Unknown Attendee

I nominate each of the following individuals for election to the Nordion Board: William Anderson, Jeffrey Brown, William Dempsey, Mary Mogford, Sean Murphy, Kenneth Newport, Adeoye Olukotun, Steve West and Janet Woodruff.

William D. Anderson

I would mention that Sean Murphy was here for our board meeting that ended a few minutes ago, but he had to get to the airport to catch a flight. So are there any further nominations?

[Voting]

William D. Anderson

If not, may I have the motion that the nominations be closed.

Unknown Attendee

[indiscernible]

William D. Anderson

Thank you, John. [ph] May I have a seconder?

Unknown Attendee

[indiscernible]

William D. Anderson

Okay. Thank you. All in favor, please raise your hand?

[Voting]

William D. Anderson

And contrary, if any?

[Voting]

William D. Anderson

I declare the nominations closed. The scrutineer has advised me that proxies representing an excess of 90% of the votes cast have been deposited authorizing Peter Dans and/or Chris Ashwood to vote for the election of the directors nominated. However, we will also vote this resolution by way of ballot, with the ballots to be collected and tabulated at the end of the presentation of each of the items of business to be voted upon today.

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