In response to the Canada Post strike, which began on November 15, 2024, the Canadian Securities Administrators (CSA) announced that it will grant temporary relief to issuers from proxy material delivery requirements for annual shareholder meetings. Below provides an overview of what issuers need to know about the exemption:
- The parameters of the temporary relief will be published in a coordinated blanket order (the Blanket Order) in the coming days.
- The Blanket Order will provide an exemption from certain requirements of National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer.
- The exemption will only apply to securities legislation delivery requirements and will not exempt issuers from complying with other laws (e.g. corporate laws).
- The exemption will only apply to annual meetings where the matters to be considered are routine (e.g. receiving and considering financial statements, fixing the number of directors, etc.).
- The exemption will not apply to meetings where the matters to be considered include special resolutions or matters that would reasonably be considered contentious.
- Issuers relying on the exemption will need to follow the prescribed notice requirements set out in the Blanket Order (e.g. filing materials on SEDAR+, posting on their websites, issuing a news release, etc.).
- Notwithstanding the incoming temporary exemption, issuers and other market participants are still expected to take reasonable steps to facilitating the voting process.
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.
