Current Report Filing (8-k)
May 22 2020 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2020
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(Exact name of Registrant as Specified in Its Charter)
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Alberta, Canada
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001-39061
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7303 30th Street S.E.
Calgary, Alberta, Canada T2C 1N6
(Address of principal executive offices, including zip code)
(403) 723-5000
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Shares, without par value
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DRTT
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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As described below under Item 5.07 of this Current Report on Form 8-K, on May 22, 2020, at the 2020 annual and special meeting of shareholders (the Meeting) of DIRTT Environmental Solutions Ltd. (the Company), the Companys shareholders approved
the DIRTT Environmental Solutions Ltd. Long Term Incentive Plan (the LTIP), which was adopted by the Companys Board of Directors (the Board) on April 17, 2020, subject to shareholder approval at the Meeting. The
effective date of the LTIP is May 22, 2020. The LTIP provides for the reservation of (i) 5,850,000 common shares of the Company plus (ii) the number of common shares of the Company subject to stock options previously granted
under the Companys Amended and Restated Incentive Stock Option Plan that, following May 22, 2020, expire or for any reason are canceled or terminated without having been exercised in full. The total number of Common Shares that will be
available for issuance upon the exercise of ISOs (as defined below) shall be 5,850,000. The LTIP provides for the grant of stock options, share appreciation rights, restricted share units, restricted shares, dividend-equivalent rights granted
in connection with restricted share units, vested share awards, other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates who are selected by the compensation committee of
the Board to receive such an award.
The preceding summary of the LTIP does not purport to be a complete description of all
provisions of the LTIP and should be read in conjunction with, and is qualified in its entirety by reference to, the complete text of the LTIP, which is attached hereto as Exhibit 10.1 to this Current Report on Form
8-K and is hereby incorporated into this Item 5.02 by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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As described below in Item 5.07, on May 22, 2020, the shareholders of the Company confirmed and ratified an amendment to the
Companys Amended and Restated By-Law No. 1 (the Bylaws) to increase the quorum threshold of meetings of shareholders from 25% to 33 1/3% of the voting power of outstanding common shares
of the Company. A copy of the Companys Bylaws, as amended, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 5.03 by reference.
Item 5.07.
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Submission of Matters to a Vote of Securities Holders
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As described above, the Company held its Meeting on May 22, 2020. At the Meeting, shareholders were requested to: (i) elect directors
of the Company to hold office until the 2021 annual meeting or until their successors were duly elected or appointed; (ii) appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal
year ending December 31, 2020, at such remuneration as may be determined by the Board; (iii) confirm and ratify an amendment to the quorum provisions of the Bylaws; and (iv) approve the Companys LTIP and the reservation for
issuance of 5,850,000 common shares thereunder. Each of these items is more fully described in the Companys Proxy Statement.
The
results of the matters voted upon at the Meeting were as follows:
Item No. 1 Election of Directors. The
election of each director was approved as follows:
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Votes For
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Votes Withheld
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Nominee
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Number
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Percent
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Number
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Percent
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Wayne Boulais
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42,967,089
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99.53
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204,220
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0.47
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John (Jack) Elliott
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41,710,625
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96.62
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1,460,684
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3.38
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Denise Karkkainen
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41,787,892
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96.80
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1,383,417
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3.20
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Todd Lillibridge
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41,899,004
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97.05
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1,272,305
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2.95
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Christine McGinley
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42,952,947
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99.49
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218,362
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0.51
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Kevin OMeara
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41,285,354
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95.63
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1,885,955
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4.37
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Steve Parry
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40,024,124
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92.71
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3,147,185
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7.29
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2
Item No. 2 Appointment of Independent Registered Public Accounting Firm. The
appointment of PricewaterhouseCoopers LLP was approved as follows:
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Votes For
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Votes Withheld
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Number
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Percent
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Number
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Percent
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51,682,673
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99.66
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176,713
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0.34
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Item No. 3 Confirmation and Ratification of Amended and Restated Bylaw
No. 1 of the Corporation. The amendment of the Bylaws was approved as follows:
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Votes For
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Votes Against
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Number
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Percent
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Number
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Percent
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43,088,923
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99.81
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82,386
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0.19
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Item No. 4 Approval of the Corporations Long Term Incentive
Plan. The Companys LTIP was approved as follows:
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Votes For
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Votes Against
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Number
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Percent
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Number
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Percent
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40,813,295
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94.54
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2,358,014
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5.46
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3
Item 9.01.
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Financial Statements and Exhibits.
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4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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DIRTT Environmental Solutions Ltd.
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Date: May 22, 2020
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By:
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/s/ Charles R. Kraus
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Charles R. Kraus
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Senior Vice President, General Counsel & Corporate Secretary
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5
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