In our Corporate Securities Update* of January 13, 2004, we introduced National Instrument 51-102 - Continuous Disclosure Obligations which provides a nationally harmonized set of continuous disclosure requirements for reporting issuers (other than investment funds). *http://www.goodmans.ca/site/pdfs/nondisclosure.pdf)
With the implementation of the Rule, the Canadian Securities Administrators intend that investors be provided with higher quality information on a more timely basis. To achieve this objective, the Rule imposes a number of filing requirements that reporting issuers previously did not have. Among those is a requirement to file a report disclosing the results of matters voted on at shareholder meetings.
The reporting requirement applies to all reporting issuers (other than venture issuers1) and requires that a report be filed promptly following a shareholder meeting at which a matter was submitted to a vote. The report must provide a brief description of each matter voted upon and the outcome of the vote. In addition, if the vote was conducted by ballot (including a vote on a matter in which votes are cast both in person and by proxy), the report must disclose the number or percentage of votes cast for, against or withheld from the vote. By implication on a vote by show of hands, only the outcome of the vote and not the number or percentage of votes cast for, against or withheld from the vote need be reported.
Pursuant to federal and provincial corporate legislation, votes on routine matters usually are carried out by a show of hands where proxy votes against what will be the decision of the meeting represent less than five percent of all the votes that might be cast at the meeting on a particular matter. It is of course open to issuers to voluntarily report voting percentages based on proxies received for matters voted on by a show of hands.
No specific form of disclosure is prescribed by the Rule or the accompanying Companion Policy.
1 Venture issuer means a reporting issuer, that at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States.
The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.
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