DIRTT Announces Results of Annual and Special Meeting of Shareholders and Appointments
04/26/2022 - 06:25 PM
CALGARY, Alberta, April 26, 2022 (GLOBE NEWSWIRE) -- DIRTT Environmental Solutions Ltd. (“DIRTT”) (NASDAQ: DRTT, TSX: DRT) today announced the results of the proposals submitted to shareholders at its annual and special meeting of shareholders held on April 26, 2022 (the “Meeting”).
Proposal No. 1: Election of Directors
The results of the vote for those elected as directors are as follows:
Nominee Votes For Votes Withheld Number Percent Number Percent Charlie Chiappone 14,405,389 20.86% 472,046 0.68% Michael T. Ford 14,459,214 20.94% 418,221 0.61% Denise E. Karkkainen 14,222,506 20.59% 654,929 0.95% Shauna R. King 14,267,658 20.66% 609,777 0.88% Todd W. Lillibridge 14,227,430 20.60% 650,005 0.94% James (Jim) A. Lynch 14,331,482 20.75% 545,953 0.79% Diana R. Rhoten 14,311,473 20.72% 565,962 0.82% Aron R. English 49,513,331 71.69% 4,665,002 6.75% Cory J. Mitchell 46,347,979 67.11% 7,830,354 11.34% Douglas A. Edwards 49,310,490 71.40% 4,867,843 7.05% Mary Garden 54,152,163 78.41% 26,170 0.04% Scott L. Robinson 49,308,695 71.40% 4,869,695 7.05% Scott C. Ryan 46,546,923 67.40% 7,631,810 11.05% Ken Sanders 54,163,263 78.43% 15,470 0.02%
Proposal No. 2: Appointment of the Independent Registered Public Accounting Firm
The results of the vote for the appointment of PwC as the independent registered public accounting firm for DIRTT are as follows:
Votes For Votes Withheld Number Percent Number Percent 62,192,970 97.70% 1,461,192 2.30%
Proposal No. 3: Approval of Company Name Change
The results of the vote to approve an amendment to DIRTT’s articles of amalgamation to change its name from “DIRTT Environmental Solutions Ltd.” to “DIRTT Inc.” are as follows:
Votes For Votes Against Abstain Number Percent Number Percent Number Percent 21,008,442 30.31% 47,977,901 69.36% 181,261 0.26%
Proposal No. 4: Approval of Employee Share Purchase Plan
The results of the vote to approve DIRTT’s 2022 Employee Share Purchase Plan are as follows:
Votes For Votes Against Abstain Number Percent Number Percent Number Percent 46,187,807 72.56% 2,917,848 4.58% 14,551,302 22.86%
Proposal No. 5: Approval of Shareholder Rights Plan
The results of the vote to approve DIRTT’s December 7, 2021 Shareholder Rights Plan are as follows:
Votes For Votes Against Abstain Number Percent Number Percent Number Percent 18,899,265 27.32% 49,764,481 71.95% 505,579 0.73%
Final voting results on all matters voted on at the Meeting will be filed on SEDAR (www.sedar.com www.sec.gov
Appointments
Following the Meeting, the following appointments were made and committees formed by the newly elected board of directors of DIRTT (“Board”):
Board Chairman: Ken Sanders
Audit Committee Chairman: Mary GardenAudit Committee Members: Douglas Edwards, Scott Ryan, Scott Robinson
Corporate Governance and Compensation Committee Chairman: Aron EnglishCorporate Governance and Compensation Committee Members: Ken Sanders, Mary Garden, Cory Mitchell
Enterprise Risk Management Committee Chairman: Scott RobinsonEnterprise Risk Management Committee Members: Ken Sanders, Scott Ryan, Douglas Edwards
In addition, the Board is pleased to announce the appointments of Geoff Krause and Jeff Calkins as DIRTT’s Interim Co-Chief Executive Officers. The position of interim Chief Executive Officer and President has been terminated. The Board wishes to thank Todd Lillibridge for his service to DIRTT.
The Chairman of the Board, Ken Sanders, commented: “We are grateful for the support of DIRTT’s owners and the trust they have placed in us. Over the last several months, we have heard from many shareholders, clients, partners, and employees, and we intend to continue that engagement going forward. Now that the proxy contest has concluded, it is time to focus our exclusive attention on the future success of DIRTT. The work ahead is complex, but our intentions are simple: to help unlock the potential we believe already exists at DIRTT and promote its growth and financial performance as a public company.”
About DIRTT Environmental Solutions
DIRTT is a global leader in industrialized construction. Its system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the commercial, healthcare, education and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule and outcomes.
Headquartered in the US and Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.
