MBAC announces voting results for election of directors and ratification of Advance Notice By-Law
TORONTO, May 24, 2013
TORONTO, May 24, 2013 /CNW/ – MBAC Fertilizer Corp. (“MBAC” or the “Company“) (TSX: MBC) (OTCQX: MBCFF) today announced the voting results on the election of directors from its 2013 Annual and Special Meeting of Shareholders, as well as the ratification of amendments to the Company’s By-Laws to include an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the “By-Law Amendments“).
The voting results on the election of directors are as follows:
Leonardo Marques da Silva
Denis C. Arsenault
David R. Peterson
The shareholders ratified the By-Law Amendments setting forth a procedure requiring advance notice (the “Advance Notice Requirement“) to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the “CBCA“), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA. Among other things, the By-Law Amendments set a deadline by which such shareholders must notify the Company in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in the notice for it to be valid.
Among other things, the Advance Notice Requirement fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual general or special meeting of shareholders and sets forth the information that a shareholder must include in the written notice to the Company for the notice to be in proper form.
In the case of an annual meeting of shareholders, notice to the Company must be made not less 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 less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must 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 was made.
The Advance Notice Requirement provides a clear process for shareholders to follow to nominate directors and sets out a reasonable timeframe for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Requirement is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Requirement is intended to facilitate an orderly and efficient meeting process.
A copy of the By-Law Amendments (By-Law # 2) has been filed under the Company’s profile at
from OTC Markets Group – News, Filings & Corporate Actions http://www.otcmarkets.com/stock/MBCFF/news?id=63558