TSX Notice On Director Elections Includes Guidance On How Issuers Should Disclose Voting Results

SE
Stikeman Elliott LLP

Contributor

Stikeman Elliott LLP logo
Stikeman Elliott is a global leader in Canadian business law and the first call for businesses working in and with Canada. We provide clients with the highest quality counsel, strategic advice, and creative solutions. Stikeman Elliott consistently ranks as a top law firm in our primary practice areas. www.stikeman.com
The TSX has recently issued a Staff Notice providing new guidance on director election requirements.
Canada Corporate/Commercial Law

As we discussed in our corresponding post, the TSX yesterday issued a Staff Notice providing new guidance on director election requirements.

Of particular interest, the notice set out the TSX's expectations with respect to the requirement (newly implemented this year) that a news release be issued "disclosing the detailed results of the vote for the election of directors." To clarify their expectations, TSX staff have stated that such a news release should include (i) the percentages of votes received "for" and "withheld" for each director; (ii) the total votes cast by proxy and ballot, together with the number that each director received "for"; or (iii) the percentages and total number of votes received "for" each director.

Where no formal count occurred (such as a vote by a show of hands), the TSX expects the disclosure to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.

For more information, see TSX Staff Notice 2013-0002. For more information regarding applications for a waiver for inter-listed issuers and other related matters, see Quentin Markin's corresponding post on the subject.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Mondaq uses cookies on this website. By using our website you agree to our use of cookies as set out in our Privacy Policy.

Learn More