Advance Notice By-Law:
The Advance Notice By-Law establishes a framework for advance notice of nominations of directors by shareholders of the Company. Among other things, the Advance Notice By-Law fixes deadlines by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets out the information that a shareholder must include in the notice. The Advance Notice By-Law does not interfere with the ability of shareholders to requisition a meeting or to nominate directors by way of a shareholder proposal in accordance with the Ontario Business Corporations Act ("OBCA").
In the case of an annual meeting of shareholders (including an annual and special meeting of shareholders), notice may be made not later than the close of business on the 30th day before the date of the annual meeting of shareholders: provided, however, that if the first public announcement made by the Company of the date of the annual meeting of shareholders is fewer than 50 days prior to the meeting date, notice may be made not later than the close of business on the 10th day following the day on which the first public announcement of the date of such annual meeting of shareholders is made by the Company. In the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, notice may be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders is made by the Company. For the purposes of the Advance Notice By-law, “public announcement” means disclosure in a press release disseminated by the Company, or in a document filed by the Company for public access under its profile on SEDAR or on EDGAR.
The Advance Notice By-Law authorizes the chair of the meeting to determine whether a nomination was made in accordance with the procedures set forth in the Advance Notice By-Law and, if any proposed nomination is not in compliance with the Advance Notice By-Law, to declare that such defective nomination shall be disregarded. The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law.
The Advance Notice By-Law sets out a clear and transparent process for all shareholders who intend to nominate directors at a shareholders’ meeting, by providing a reasonable time frame for shareholders to notify the Company of their intention and by requiring shareholders to disclose information concerning the proposed nominees as is mandated by applicable securities laws. The board will be able to evaluate the proposed nominees’ qualifications and suitability as directors and respond as appropriate in the best interests of the Company, and shareholders will be able to make a well-informed voting decision about director nominees. The Advance Notice By-Law is also intended to facilitate an orderly and efficient meeting process.
Amendments to By-Law No. 1:
The Board has also approved certain amendments to the Company’s existing by-law to, among other things, modify the quorum requirement at any meeting of the Company’s shareholders to at least two persons present and holding or representing by proxy not less than 25% of the total number of issued shares having voting rights at the meeting.
The Advance Notice By-law and amendments are effective immediately and will be placed before shareholders for confirmation at the Special Meeting. The full text of the Advance Notice By-Law has been filed with the Canadian Securities Administrators under the Company's profile on SEDAR at www.sedar.com and with the
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