VANCOUVER, Sept. 15, 2014 /PRNewswire/ - Ritchie Bros. Auctioneers Incorporated (the
"Corporation") (NYSE & TSX: RBA) announces that its
Board of Directors (the "Board") has adopted amended and
restated by-laws (the "Amended and Restated By-laws") and a
Say on Pay Policy as part of the Corporation's continued commitment
to implementing good corporate governance practices. Commencing
with the Corporation's 2015 annual meeting, shareholders will vote
on an advisory resolution with respect to the Corporation's
approach to executive compensation.
The amendments to the Corporation's by-laws include (i) adding
advance notice provisions with respect to the nomination of
directors for election to the Board, (ii) increasing the quorum for
shareholder meetings from 5% to 33%; and (iii) providing that the
chairman of a meeting does not have casting vote in the event of an
equality of votes.
Advance Notice Provisions
The advance notice provisions set forth in the Amended and
Restated By-laws include, among other things, a requirement that
advance notice be given to the Corporation in circumstances where
nominations of persons for election of the Board are made by
shareholders of the Corporation other than pursuant to either a
requisition of a meeting made in accordance with the provisions of
the Canada Business Corporations Act (the "Act") or a
shareholder proposal made in accordance with the provisions of the
Act (the "Advance Notice Provisions").
Among other things, the Advance Notice Provisions (i) set a
deadline by which shareholders must notify the Corporation in
writing of an intention to nominate directors for election to the
Board prior to any meeting of shareholders at which directors are
to be elected and (ii) set forth the information that such
shareholder must include in such notice for it to be valid.
In the case of an annual meeting of shareholders, notice to the
Corporation must be made not less than 30 days nor more than 65
days prior to the date of the annual meeting of shareholders;
provided, however, that in the event that the annual meeting of
shareholders 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 of shareholders was made, notice may be made
not later than the close of business on the tenth day following
such public announcement.
In the case of a special meeting (other than an annual meeting)
of shareholders called for the purpose of electing directors,
notice to the Corporation must be made not later than the close of
business on the fifteenth day following the day on which the first
public announcement of the date of the special meeting of
shareholders was made.
The Advance Notice Provisions provide a clear process for
shareholders to follow for director nominations and set out a
reasonable timeframe for nominee submissions and the provision of
accompanying information. The Advance Notice Provisions ensure that
all shareholders receive adequate notice of the nominations to be
considered at a meeting and can thereby exercise their voting
rights in an informed manner. In addition, the Advance Notice
Provisions shall assist in facilitating an orderly and efficient
meeting process. The Advance Notice Provisions are comparable
to the advance notice by-laws or policies adopted by many other
public companies and consistent with the recommendations on such
by-laws and policies made by various shareholders' interest
groups.
Increase in Quorum for Shareholder Meetings
The Corporation has typically had a large percentage of its
shareholders represented at annual general meetings. However,
in accordance with good corporate governance practices, the quorum
for shareholder meetings has been increased from 5% to 33% of the
issued shares of the Corporation to be represented by two or more
persons in person or by proxy. The increase in quorum is
designed to ensure that a significant number of shareholders will
be represented at shareholder meetings where shareholders' business
will be transacted.
Removal of Casting Vote
In accordance with good corporate governance developments, the
Amended and Restated By-laws provide that the Chairman of a meeting
is not entitled to a casting or second vote in the event of an
equality of votes.
General
The Amended and Restated By-Laws are effective immediately and
will be placed before shareholders for ratification at the annual
meeting of shareholders of the Corporation in the spring of 2015
(the "Meeting"). A copy of the Amended and Restated By-Laws
will be filed under the Corporation's profile at www.sedar.com.
The Amended and Restated By-Laws are currently effective until
they are confirmed, amended or rejected by shareholders at the
Meeting and, if the Amended and Restated By-Laws are confirmed at
the Meeting, they will continue in effect in the form in which they
were so confirmed.
About Ritchie Bros.
Auctioneers:
Established in 1958, Ritchie
Bros. (NYSE &TSX: RBA) is the world's largest seller of
used equipment for the construction, transportation, agriculture,
material handling, energy, mining, forestry, marine and other
industries. Ritchie Bros. solutions
make it easy for the world's builders to buy and sell equipment
with confidence, including live unreserved public auctions with
on-site and online bidding (rbauction.com), the EquipmentOne secure
online marketplace (EquipmentOne.com), a professional corporate
asset management program, and a range of value-added services,
including equipment financing for customers through Ritchie Bros. Financial Services
(rbauctionfinance.com). Ritchie
Bros. has operations in more than 25 countries, including 44
auction sites worldwide. Learn more at RitchieBros.com.
Forward-looking Statements
The discussion in this press release relating to future events
or operating periods contains forward-looking statements that
involve risks and uncertainties, including, in particular,
statements regarding: future results, including potential growth
from investments in revenue producers and any market share growth.
These risks and uncertainties include: the numerous factors that
influence the supply of and demand for used equipment; fluctuations
in the market conditions and values of used equipment; seasonal and
periodic variations in operating results; actions of competitors;
the market acceptance of the Corporation's recent initiatives
including Ritchie Bros.
EquipmentOne; economic and other conditions in local, regional and
global markets; and other risks and uncertainties as detailed from
time to time in the Corporation's SEC and Canadian securities
filings, including the Corporation's Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
three months ended March 31, 2014,
available on the SEC, SEDAR and the Corporation's website. Actual
results may differ materially from those forward-looking
statements. Forward-looking statements are made as of the date of
this press release and the Corporation does not undertake any
obligation to update the information contained herein unless
required by applicable securities legislation.
SOURCE Ritchie Bros.
Auctioneers