Smart Employee Benefits Adopts Advance Notice By-Law
April 17 2014 - 06:17PM
Marketwired
Smart Employee Benefits Adopts Advance Notice By-Law
TORONTO, ONTARIO--(Marketwired - Apr 17, 2014) - Smart Employee
Benefits Inc. ("SEB" or the "Company") (TSX-VENTURE:SEB) announced
that the board of directors of SEB (the "Board") has approved the
adoption of an advance notice by-law (the "Advance Notice
By-law").
The Advance Notice By-law sets forth provisions requiring
advance notice to the Company in circumstances where nominations of
persons for election to the Board are made by shareholders of the
Company other than pursuant to: (i) a "proposal" made in accordance
with the Business Corporations Act (Ontario) (the "Act");
or (ii) a requisition of the shareholders made in accordance with
the Act. In particular, the Advance Notice By-law fixes a deadline
by which holders of record of common shares of SEB must submit
director nominations to the Company prior to any annual or special
meeting of shareholders and sets forth the specific information
that a shareholder must include in the written notice to the
Company for an effective nomination to occur. No person will be
eligible for election as a director of the Company unless nominated
in accordance with the provisions of the Advance Notice By-law.
The purpose of the Advance Notice By-law is to provide a clear
and transparent process for all shareholders to follow if they
intend to nominate directors. The Advance Notice by-law provides a
reasonable time frame for shareholders to notify the Company of
their intention to nominate directors.
In the case of an annual meeting of shareholders, notice to the
Company must be made not less than 30 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 was made (the "Notice Date"), notice by the nominating
shareholder may be made not later than the close of business on the
tenth (10th) day following the Notice Date.
In the case of a special meeting (which is not also an annual
meeting) of shareholders called for the purpose of electing
directors (whether or not called for other purposes), notice to the
Company must be made not later than the close of business on the
fifteenth (15th) day following the day on which the first public
announcement of the date of the special meeting of shareholders was
made.
The Advance Notice By-law is now effective and in force. The
Advance Notice By-law will be put to shareholders of the Company
for ratification at its upcoming annual meeting of shareholders
scheduled for May 20, 2014 at 4:00 p.m. (Toronto time) at the
National Club, 303 Bay Street, Toronto, Ontario.
If the Advance Notice By-law is not confirmed at the meeting by
ordinary resolution of shareholders, the Advance Notice By-law will
terminate and be of no further force and effect following the
termination of such shareholders' meeting.
The full text of the Advance Notice By-law is available via
SEDAR at www.sedar.com or upon request by contacting the
Company.
Disclosure regarding forward-looking statements
This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated date of the Company's annual shareholders' meeting and
the anticipated shareholder ratification of the Advance Notice
By-law. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, undue
reliance should not be placed on them because the Company can give
no assurance that they will prove to be correct. Since
forward-looking statements address future events and conditions, by
their very nature they involve inherent risks and uncertainties.
The Company's annual meeting may be delayed. Shareholders may not
ratify the Advance Notice By-law. Accordingly, there is a risk that
the Advance Notice By-law will only be in force until the end of
the Company's upcoming annual meeting of shareholders.
The forward-looking statements contained in this press release
are made as of the date hereof and the Company undertakes no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Smart Employee Benefits Inc.John McKimmPresident/Chief Executive
Officer(416) 460-2817john.mckimm@seb-inc.comSmart Employee Benefits
Inc.Shelly FrankVice-President, Marketing(888) 939-8885 x
358shelly.frank@seb-inc.comFirst Canadian Capital Corp.Dan
Boase416-742-5600 or
1-866-580-8891dboase@firstcanadiancapital.comFirst Canadian Capital
Corp.Eric Balog416-742-5600 or
1-866-580-8891ebalog@firstcanadiancapital.com
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