Pivot Technology Solutions, Inc. Announces Adoption of Advance Notice By-Law and results of Annual and Special Meeting of Shareholders
CARLSBAD, CA, June 17, 2014 /CNW/ - Pivot Technology Solutions, Inc. ("Pivot" or the "Company") (TSX-V: PTG), today announced the adoption of a by-law which will amend the Company's general by-law and which will introduce an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the "By-Law"). Additionally, the Company announced the results of its Annual and Special Meeting of Shareholders, held today, June 17, 2014.
The Company is pleased to announce that the Company's shareholders approved all resolutions put to the meeting, which were disclosed in the Corporation's Management Information Circular dated May 1, 2014 and put forth for voting at the meeting.
The shareholders approved a special resolution empowering and authorizing the directors to determine the number of directors of the Company to be elected from time to time. The following seven nominees were re-appointed as directors of the Company to hold office until the close of the next annual meeting of the Company's shareholders: John Anderson, Warren Barnes, David Beck, Gordon McMillan, Stephen Moore, John Sculley and Douglas Stuve.
In addition, E&Y LLP, Chartered Accountants, were reappointed as auditors of the Company. Shareholders also approved and ratified the Company's incentive stock option plan and restricted share unit plan, and also ratified the Company's general by-law.
The By-Law sets forth a procedure requiring advance notice 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 Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the OBCA. Among other things, the By-Law sets 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.
The By-Law provides a clear and transparent process for all shareholders to follow if they intend to nominate directors. In that regard, the By-Law provides a reasonable time frame for shareholders to notify the Company of their intention to nominate directors and require shareholders to disclose information concerning the proposed nominees that is mandated by applicable securities laws.
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 By-Law, which was ratified today at the Company's annual meeting of shareholders, is effective June 17, 2014.
About Pivot Technology Solutions, Inc.
Together with its portfolio companies and partners, Pivot delivers solutions that enable organizations to design, build, implement and maintain computing and communication infrastructure that addresses their unique business needs. Pivot's approach supports improvement of business performance, helps organizations reduce capital and operating expenses, and accelerates the delivery of new products and services to end-customers. With over 2,000 customers, many of whom are Fortune 1000 companies, Pivot extends its value added solutions to help organizations of all sizes improve operating efficiency, reduce complexity and enhance service delivery through virtualization and cloud computing. Pivot enables businesses to extend their enterprise through mobility solutions to better connect business partners and customers. Pivot has offices throughout North America and can be found online at www.pivotts.com.
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SOURCE Pivot Technology Solutions, Inc.