Student Transportation Inc (STB)

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Student Transportation, Inc. (STB)

Annual Shareholder Meeting Call

November 8, 2012 2:00 PM ET


Irving Gerstein – Lead Independent Director

Mark Spiro – Corporate Secretary

Christopher Harwood – President, Student Transportation of Canada

Denis Gallagher – Founder, Chairman and CEO

Pat Walker – EVP and CFO

Pat Vaughan – COO


Paul Gernnon


Irving Gerstein

Good afternoon, ladies and gentlemen, and welcome to the Annual Shareholder’s Meeting of Student Transportation Inc. My name is Irving Gerstein, I’m Lead Director of the Board and will act as Chairman for today’s meeting. With your permission, I would like to begin with the formal part of the meeting, following which I will ask Denis Gallagher, the Chairman and Chief Executive Officer and his team to discuss the Company’s performance and then Denis will answer any questions. That’s any questions you may have.

Before we begin, I would like to introduce the senior executives here with us today. To my left are Denis Gallagher, CEO; Pat Walker, Chief Financial Officer; we have Pat Vaughan, Chief Operating Officer; and Bob Burney, Secretary of the meeting and Corporate Secretary.

In addition to Denis and myself, I would like to introduce the other members of the Board in the audience, who I would ask to stand when I announce their names – Ken Needler; Grace Palombo; George Rossi; David Scopelliti; and Victor Wells. There are additional members of our management staff who are here with us today. I ask them to stand and they will be available to you; just so that you can see who they are, a few more, but will be here with you and be able to discuss matters with you after the meeting.

With the permission of the meeting, I appoint Robert Burney to act as secretary of the meeting. The meeting will now come to order. With the consent of the meeting, I ask Graham Shured [ph] and Matthew Gemeld [ph] of Computershare Investor Services Inc. to act as scrutineers.

A notice calling the meeting was mailed to shareholders on October 10, 2012 and we have received an affidavit of mailing from Computershare Investor Services Inc., the Company’s transfer agent confirming mailing of the notice. I ask the secretary to table the notice. The scrutineers’ preliminary report on attendance has been received. We confirm that a quorum is present, a copy of their report is available for inspection. At the best of my knowledge, if a ballot were conducted on any matter to be considered at this meeting, the total number of votes attached to shares represented by proxy which are required to be voted against such matters is less than 5% of the votes eligible [ph] to be cast; accordingly, voting will be conducted by a show of hands on all matters.

I now declare the meeting to be properly constituted for the transaction of business. On behalf of the Board, I thank those shareholders who have chosen to attend the meeting today. I also thank those who submitted their proxies in advance. To make the best use of our time, certain shareholders or proxy holders have been asked to move and second the proposals which are called for in the notice of meeting. Those persons are Mark Spiro and Christopher Harwood.

The first item of business is the presentation of the consolidated financial statements of the Company for the year-ended June 30, 2012, and the auditor’s report thereon. A copy of the financial statements was included in the annual report previously mailed to shareholders.

We will now proceed with the election of directors. Seven directors are to be elected today. Mark Spiro who has been asked to place before the meeting the names of those persons proposed to be nominated for election as directors.

Mark Spiro

I nominate Denis Gallagher, Irving Gerstein, Ken Needler, Grace Palombo, George Rossi, David Scopelliti, and Victor Wells.

Christopher Harwood

I second the nominees.

Irving Gerstein

Are there any other nominations? In 2009, the Board of Directors adopted what is commonly referred to as a majority voting policy. Under that policy, a director is required to tender his or her resignation if he or she receives more withhold votes than votes cast for his or her election. Based on the proxies received for the election of directors, if elected, none of the nominees would have to tender their resignation under Student Transportation Inc.’s majority voting policy. I declare the nominations closed. With that, Mark Spiro to move, and Chris Harwood to second, a resolution for the election of seven person nominated as directors and directing me as Chairman to cast the single ballot for their election.

Mark Spiro

I move the resolution be followed. These results [inaudible] seven persons nominated are hereby elected as directors of the Company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed, and the Chairman is hereby authorized to cast a single ballot for the election of the seven persons as directors of the company.

Christopher Harwood

I second the resolution.

Irving Gerstein

Thank you. All those in favor of the resolution, please so signify? Contrary if any? I declare the resolution carried. I declare that Denis Gallagher, Irving Gerstein, Ken Needler, Grace Palombo, George Rossi, David Scopelliti, and Victor Wells have been duly elected as directors of the company to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.

We will now proceed with the appointment of auditors and authorization of the directors to fix their remuneration. Mr. Spiro, may I have a motion to appoint auditors please.

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