Press Releases: 2013
Automodular Reports Approval of By-Law Requiring Advance Notice of Nominations of Directors and Results of Voting for Directors at Annual and Special Shareholders Meeting
AJAX: May 13, 2013:
Automodular Corporation (“Automodular” or the “Corporation“) (TSX: AM) is pleased to announce that, at its May 9, 2013 annual and special shareholders’ meeting, the shareholders approved a by-law, similar to by-laws and policies recently adopted by many other Canadian public companies, requiring advance notice to the Corporation for nominations of directors by shareholders, other than through a requisitioned meeting or by way of a shareholder proposal pursuant to applicable corporate laws. The by-law became effective immediately upon approval by the shareholders; it did not apply to the May 9 election of directors.
The by-law is not intended to discourage director nominations but rather to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to make an informed vote by allowing them to receive sufficient information with respect to all director nominees and reasonable time for deliberation.
The by-law provides shareholders, directors and management of the Corporation with a clear framework for nominating directors in an orderly and fair manner. The by-law fixes a deadline by which holders of common shares of the Corporation must submit director nominations to the Chairman of the Board of the Corporation prior to any annual meeting of shareholders or any special meeting of shareholders at which directors are to be elected. The by-law also sets forth the information that a shareholder must include in a written notice to the Corporation in order for any director nominee named in the notice to be eligible for election at any annual or special meeting of shareholders.
In the case of an annual meeting of shareholders, notice to the Corporation must be made not fewer than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is fewer than 50 days after the date on which the first public filing or announcement of the date of the annual meeting was made, notice must be given not later than the close of business on the 10th day following such public filing or announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public filing or announcement of the date of the special meeting was made.
For the next annual or special meeting of shareholders of Automodular at which directors are to be elected, notice in accordance with the new by-law of persons to be nominated by shareholders for election as directors must be received by the Chairman of the Board within the time periods specified in the new by-law. A copy of the by-law has been filed and is available under Automodular’s profile at www.sedar.com.
Automodular is also pleased to announce the results of the vote on the election of directors at its May 9 meeting. Issuers listed on the Toronto Stock Exchange are required to issue a press release providing this information.
Each of the nominee directors listed in the Corporation’s management proxy circular dated March 28, 2013 was elected as a director, without a vote by ballot being conducted. The Corporation received proxies with regard to voting on the six nominees for election directing votes as set forth in the table below:
|Name of Nominee||Vote For||%||Withhold Vote||%|
|R. Peter McLaughlin||5,338,356||99.25||40,445||0.75|
Automodular Corporation is a supplier of sub-assembly, sequencing, and transportation services to the automotive industry – Ford’s Oakville Assembly Plant. The Company has two operating facilities and employs approximately 525 people.
For further information, contact:
(905) 619 4202