High Liner Foods Shareholders Approval All Matters at Annual and Special Meeting
HALIFAX, NS, May 14, 2025 /CNW/ - High Liner Foods Incorporated (TSX: HLF) ("High Liner Foods" or "the Company"), a leading North American value-added frozen seafood company, reports that all nominees in the Company's Amended and Restated Management Information Circular dated March 24, 2025 were elected as directors of the Company at the Annual and Special General Meeting of shareholders held on May 13, 2025. In addition, PricewaterhouseCoopers LLP was appointed as the Company's auditor and shareholders also approved an amendment to the Company's articles of association and the advisory resolution on executive compensation.
The detailed results of the votes received for each director were as follows:
Directors
% of Shares Voted For
% of Shares Voted Withheld
Scott Brison
99.91 %
0.09 %
Joan Chow
98.45 %
1.55 %
Robert Dexter
97.44 %
2.56 %
Andrew Hennigar
99.93 %
0.07 %
David Hennigar
97.14 %
2.86 %
Shelly Jamieson
97.35 %
2.65 %
Paul Jewer
97.84 %
2.16 %
Pamela Kohn
99.87 %
0.13 %
M. Jolene Mahody
97.76 %
2.24 %
R. Andy Miller
97.81 %
2.19 %
Robert Pace
97.61 %
2.39 %
Frank van Schaayk
97.76 %
2.24 %
About High Liner Foods Incorporated
High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Fisher Boy, Mirabel, Sea Cuisine, and Catch of the Day labels, and are available in most grocery and club stores. The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels and is a major supplier of private label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.
For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to [email protected].
SOURCE High Liner Foods Incorporated
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Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (In U.S. dollars) For the three months ended April 30, 2025 and 2024 (Unaudited) Share Capital Additional paid-in capital Accumulated other comprehensive loss Deficit Total Shares Amount Balance, January 31, 2025 54,653,174 $ 367,487,956 $ 48,263,266 $ (7,456,599) $ (323,548,911) $ 84,745,712 Issuance of Subordinate Voting Shares on exercise of options 13,734 120,279 (88,253) — — 32,026 Issuance of Subordinate Voting Shares on settlement of restricted share units 370,200 1,328,952 (5,292,603) — — (3,963,651) Stock-based compensation — — 3,213,041 — — 3,213,041 Reduction in excess tax benefit on stock-based compensation — — (715,104) — — (715,104) Repurchase of share capital for cancellation under NCIB (168,800) (1,811,339) — — — (1,811,339) Share repurchase commitment under the ASPP — — — — (3,750,461) (3,750,461) Other comprehensive income — — — 2,760,468 — 2,760,468 Income for the period — — — — 3,268,304 3,268,304 Balance, April 30, 2025 54,868,308 $ 367,125,848 $ 45,380,347 $ (4,696,131) $ (324,031,068) $ 83,778,996 Balance, January 31, 2024 53,978,085 $ 364,830,884 $ 47,485,107 $ (4,998,317) $ (350,437,401) $ 56,880,273 Issuance of Subordinate Voting Shares on exercise of options 206,299 1,739,261 (900,761) — — 838,500 Issuance of Subordinate Voting Shares on settlement of restricted share units 194,483 965,967 (2,587,799) — — (1,621,832) Stock-based compensation — — 2,332,754 — — 2,332,754 Repurchase of share capital for cancellation under NCIB (131,380) (1,021,919) — — — (1,021,919) Share repurchase commitment under the ASPP — — — — 284,181 284,181 Other comprehensive loss — — — (795,690) — (795,690) Income for the period — — — — 572,266 572,266 Balance, April 30, 2024 54,247,487 $ 366,514,193 $ 46,329,301 $ (5,794,007) $ (349,580,954) $ 57,468,533 D2L INC. 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These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations, financial performance and liquidity from management's perspective and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. 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For an explanation of management's use of Adjusted EBITDA and Adjusted EBITDA Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted EBITDA and Adjusted EBITDA Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Adjusted EBITDA to income for the period, and discloses Adjusted EBITDA Margin, for the periods indicated: Notes: (1) These expenses relate to non-recurring activities, such as certain legal fees incurred that are not indicative of continuing operations, and changes of workforce or technology whereby certain functions were realigned to optimize operations. (2) These expenses include post-combination compensation costs from the acquisition of H5P, and was partially offset by a gain recognized from the reduction in the second anniversary payment owed to the selling shareholders of Connected Shopping Ltd ("Connected Shopping"), a company acquired in Fiscal 2024, which was recorded through Other income. In the prior fiscal year, these expenses included post-combination compensation, legal, professional and other fees related to the acquisition activities of H5P, Connected Shopping, and the divestiture of our majority ownership stake in SkillsWave. These expenses would not have been incurred if not for these transactions and are not considered to be indicative of expenses associated with the Company's continuing operations. (3) At the date of acquisition, the Company recognized a fair value adjustment on the opening deferred revenue balance acquired as part of the H5P acquisition as required under IFRS 3, Business Combinations. This adjustment is not reflective of ordinary operations and is expected to be substantially completed by the end of Fiscal 2026. (4) On a quarterly basis, the Company determines the fair value of the loan advanced to SkillsWave. The adjustments to the fair value of the loan are not reflective of the Company's main business operations and will not impact the Company's future results beyond the maturity date of the loan on June 28, 2029. Adjusted Gross Profit and Adjusted Gross Margin Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses and amortization from acquired intangible assets, specifically acquired technology. Adjusted Gross Margin is calculated as Adjusted Gross Profit expressed as a percentage of total revenue. For an explanation of management's use of Adjusted Gross Profit and Adjusted Gross Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted Gross Profit and Adjusted Gross Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Adjusted Gross Profit to gross profit, and discloses Adjusted Gross Margin, for the periods indicated: Free Cash Flow and Free Cash Flow Margin Free Cash Flow is defined as cash flows from (used in) operating activities less net additions to property and equipment. Free Cash Flow Margin is calculated as Free Cash Flow expressed as a percentage of total revenue. For an explanation of management's use of Free Cash Flow and Free Cash Flow Margin see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Free Cash Flow and Free Cash Flow Margin" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles Free Cash Flow to cash flow used in operating activities, and discloses Free Cash Flow Margin, for the periods indicated: Constant Currency Revenue Constant Currency Revenue is defined as our total revenue with foreign-currency-denominated revenues translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. For an explanation of management's use of Constant Currency Revenue see " Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Constant Currency Revenue" section in the Company's Interim MD&A, which section is incorporated by reference herein. The following table reconciles our Constant Currency Revenue to revenue, for the periods indicated: Key Performance Indicators Management uses a number of metrics, including the key performance indicators identified below, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance. Annual Recurring Revenue and Constant Currency Annual Recurring Revenue: We define Annual Recurring Revenue ("ARR") as the annualized equivalent value of subscription revenue from all existing customer contracts as at the date being measured, exclusive of the implementation period. Our calculation of ARR assumes that customers will renew their contractual commitments as those commitments come up for renewal. We believe ARR provides a reasonable, real-time measure of performance in a subscription-based environment and provides us with visibility for potential growth in our cash flows. We believe that increasing ARR reflects the continued strength of our business and the successful execution of our strategy. Increasing ARR will continue to be our focus on a go-forward basis. We define Constant Currency Annual Recurring Revenue as foreign-currency-denominated ARR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. SOURCE D2L Inc.
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