UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section
240.14a-12
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DESTINY MEDIA TECHNOLOGIES INC.
(Name of Registrant as Specified in its Charter)
____________________________________________________
(Name of
Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Total fee paid:
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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TABLE OF CONTENTS
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DESTINY MEDIA TECHNOLOGIES INC.
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NOTICE OF 2017 ANNUAL GENERAL MEETING OF
STOCKHOLDERS
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TO BE HELD ON
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FEBRUARY 28,
2017
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To the Companys Stockholders:
Notice is hereby given that the 2017 Annual General Meeting
(the Meeting) of the stockholders of Destiny Media Technologies Inc., a Nevada
corporation (the Company), will be held in the Cristal Room at the
Metropolitan Hotel located at 645 Howe Street, Vancouver, British Columbia,
Canada on February 28, 2017, commencing at 10:00 a.m. (Pacific Time), for the
following purposes:
1.
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To elect four members of the Companys Board of Directors
to hold office until the next annual meeting of stockholders or until
their respective successors have been elected or qualified.
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2.
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To ratify the appointment of BDO Canada LLP as the
Companys independent registered public accounting firm for the fiscal
year ending August 31, 2017.
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3.
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To hold an advisory vote to approve the named executive
officer compensation.
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4.
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To consider and act upon such other business as may
properly come before the Meeting or any adjournment
thereof.
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Only stockholders of record at the close of business on January
13, 2017 are entitled to notice of, and to vote at, the Meeting.
Stockholders unable to attend the meeting in person are
requested to read the enclosed proxy statement and proxy and then complete and
deposit the proxy in accordance with its instructions. Unregistered stockholders
must deliver their completed proxies in accordance with the instructions given
by their financial institution or other intermediary that forwarded the proxy to
them.
BY ORDER OF THE BOARD OF DIRECTORS OF
DESTINY MEDIA
TECHNOLOGIES INC.
/s/ Steve Vestergaard
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Steve Vestergaard,
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Chief Executive Officer, President and Director
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Vancouver, British Columbia
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January 18, 2017
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IMPORTANT
Whether or not you expect to attend in person, the Company
urges you to sign, date, and return the enclosed proxy at your earliest
convenience. This will help to ensure the presence of a quorum at the Meeting.
PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE DESTINY MEDIA
TECHNOLOGIES INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending
in your proxy will not prevent you from voting your stock at the Meeting if you
desire to do so, as your proxy is revocable at your option.
ii
DESTINY MEDIA TECHNOLOGIES INC.
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1110 - 885 W Georgia St
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Vancouver, BC
V6C 3E8
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PROXY STATEMENT
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FOR THE 2017 ANNUAL GENERAL MEETING OF THE
STOCKHOLDERS
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TO BE HELD ON FEBRUARY 28, 2017
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This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Destiny Media Technologies
Inc. (we, us, our and the Company) for use at the 2017 Annual General
Meeting of the stockholders of the Company (the Meeting) to be held on
February 28, 2017 at 10:00 a.m. (Pacific Time) in the Cristal Room at the
Metropolitan Hotel located at 645 Howe Street, Vancouver, British Columbia,
Canada and at any adjournment thereof, for the purposes set forth in the
preceding Notice of Annual General Meeting.
This Proxy Statement, the Notice of Annual General Meeting and
the enclosed Form of Proxy are expected to be mailed to the Companys
stockholders on or about January 18, 2017.
The Company does not expect that any matters other than those
referred to in this Proxy Statement and the Notice of Annual General Meeting
will be brought before the Meeting. However, if other matters are properly
presented before the Meeting, the persons named as proxy appointees will vote
upon such matters in accordance with their best judgment. The grant of a proxy
also will confer discretionary authority on the persons named as proxy
appointees to vote in accordance with their best judgment on matters incidental
to the conduct of the Meeting.
Important Notice Regarding the Availability of Proxy
Materials for the Meeting to be held on February 28, 2017. This Proxy Statement
to the stockholders is available at the Companys principal office.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE
MEETING
Why am I receiving this Proxy Statement and proxy
card?
You are receiving this Proxy Statement and proxy card because
you are a stockholder of record as at the close of business on January 13, 2017
(the Record Date), and are entitled to vote at this Meeting. This Proxy
Statement describes issues on which the Company would like you, as a
stockholder, to vote. It provides information on these issues so that you can
make an informed decision. You do not need to attend the Meeting to vote your
shares.
When you sign the proxy card you appoint Steve Vestergaard,
Chief Executive Officer, President and a Director of the Company, and Fred
Vandenberg, Chief Financial Officer, Corporate Secretary and Treasurer, as your
representatives at the Meeting. As your representatives, they will vote your
shares at the Meeting (or any adjournments or postponements) as you have
instructed them on your proxy card. With proxy voting, your shares will be voted
whether or not you attend the Meeting. Even if you plan to attend the Meeting,
it is a good idea to complete, sign and return your proxy card in advance of the
Meeting, just in case your plans change.
If an issue comes up for vote at the Meeting (or any
adjournments or postponements) that is not described in this Proxy Statement,
your representatives will vote your shares, under your proxy, at their
discretion, subject to any limitations imposed by law.
Who is soliciting my vote?
The Board of Directors of the Company is soliciting your proxy
to vote at the Meeting.
1
Who pays for this proxy solicitation?
The Company will bear the entire cost of solicitation of
proxies, including preparation, assembly and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
depositories, fiduciaries and custodians holding shares in their names that are
beneficially owned by others to forward to these beneficial owners. The Company
may reimburse persons representing beneficial owners for their costs of
forwarding the solicitation material to the beneficial owners of the shares at
the Company's discretion. Original solicitation of proxies by mail may be
supplemented by telephone, facsimile, electronic mail or personal solicitation
by the Companys directors, officers or other regular employees. No additional
compensation will be paid to directors, officers or other regular employees for
such services.
Who is entitled to attend and vote at the Meeting?
Only stockholders of the Company of record at the close of
business on January 13, 2017
(the Record Date), will be entitled to
vote at the Meeting. Stockholders entitled to vote may do so by voting those
shares at the Meeting or by proxy.
What matters am I voting on?
You are being asked to vote on the following matters:
1.
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To elect four members of the Companys Board of Directors
to hold office until the next annual meeting of stockholders or until
their respective successors have been elected or qualified.
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2.
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To ratify the appointment of BDO Canada LLP as the
Companys independent registered public accounting firm for the fiscal
year ending August 31, 2017.
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3.
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To hold an advisory vote to approve the named executive
officer compensation.
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The Company will also consider any other business that properly
comes before the Meeting.
How do I vote?
You have several voting options. You may vote:
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by signing your proxy card and mailing it to the address on the proxy
card;
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by signing and faxing your proxy card to the fax number provided on the
proxy card;
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by signing and emailing a scanned copy of your proxy card to the email
address provided on the proxy card; and
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by attending the Meeting and voting in person.
If your shares are held in an account with a brokerage firm,
bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in a street name and these proxy materials are being forwarded
to you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Meeting. As a beneficial
owner, you have the right to direct your broker, bank or other nominee on how to
vote the shares in your account. You are also invited to attend the Meeting.
However, since you are not the stockholder of record, you may not vote your
shares in person at the Meeting unless you request and obtain a valid proxy card
from your broker, bank, or other nominee.
What if I share an address with another person and we
received only one copy of the proxy materials?
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The Company will only deliver one Proxy Statement to multiple
stockholders sharing an address unless it has received contrary instructions
from one or more of the stockholders. The Company will promptly deliver a
separate copy of this Proxy Statement to a stockholder at a shared address to
which a single copy of the document was delivered upon oral or written request
to:
Destiny Media Technologies Inc.
Attention: Fred Vandenberg, Corporate Secretary
1110 - 885 W
Georgia St, Vancouver, BC V6C 3E8
Stockholders may also address future requests for separate
delivery of Proxy Statements and/or annual reports by contacting us at the
address listed above.
What if I change my mind after I return my
proxy?
You may revoke your proxy and change your vote at any time
before the polls close at the Meeting. You may do this by:
(a)
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executing and delivering a written notice of revocation
of proxy to the office of the Company at any time before the taking of the
vote at the Meeting;
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(b)
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executing and delivering a later-dated proxy relating to
the same shares to the office of the Company at any time before taking of
the vote at the Meeting; or
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(c)
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attending the Meeting in person and:
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(i)
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giving affirmative notice at the Meeting of your intent
to revoke their proxy; and
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(ii)
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voting in person.
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Any written revocation of proxy or subsequent later-dated proxy
should be delivered to the office of the Company as follows: Destiny Media
Technologies Inc., Attention: Fred Vandenberg, Corporate Secretary, 1110 - 885 W
Georgia St, Vancouver, BC V6C 3E8. Attendance at the Meeting will not, by
itself, revoke a stockholders proxy without the giving of notice of intent to
revoke that proxy.
What constitutes a quorum?
In order to hold a valid meeting of the Companys stockholders,
a quorum equal to one percent (1%) of the shares of the Common Stock outstanding
must be represented at the meeting. These shares may be represented in person or
represented by proxy.
Stockholders who abstain from voting on any or all proposals,
but who are present at the Meeting or represented at the Meeting by a properly
executed proxy will have their shares counted as present for the purpose of
determining the presence of a quorum. Broker non-votes will also be counted as
present at the Meeting for the purpose of determining the presence of a quorum.
However, abstentions and broker non-votes will not be counted either in favor or
against any of the proposals brought before the Meeting. A broker non-vote
occurs when shares held by a broker for the account of a beneficial owner are
not voted for or against a particular proposal because the broker has not
received voting instructions from that beneficial owner and the broker does not
have discretionary authority to vote those shares.
In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present but sufficient votes to approve the proposal
are not received, the persons named as proxies on the enclosed proxy card may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. The persons named as proxies will vote upon such adjournment after
consideration of all circumstances that may bear upon a decision to adjourn the
Meeting. Any business that might have been transacted at the Meeting originally
called may be transacted at any such adjourned session(s) at which a quorum is
present. The Company will pay the costs of preparing and distributing to
stockholders additional proxy materials, if required in connection with any
adjournment. Any adjournment will require the affirmative vote of a majority of
those securities represented at the Meeting in person or by proxy.
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How are abstentions and broker non-votes treated?
Stockholders may vote for or against the proposals or they may
abstain from voting. Abstentions and broker non-votes will be counted for
purposes of determining the presence of a quorum at the Meeting, but will not be
counted as either in favor or against the proposals.
What vote is required to approve each item?
In order for a proposal to be approved, the number of votes
cast at the Meeting in favor of the proposal must be greater than the number of
votes cast against the proposal. As of the Record Date, there were 55,013,874
shares of common stock outstanding and entitled to vote. The affirmative vote of
the holders of a majority of the Companys common stock represented at the
Meeting in person or by proxy is required to approve the following proposals:
1.
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To elect four members of the Companys Board of Directors
to hold office until the next annual meeting of stockholders or until
their respective successors have been elected or qualified.
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2.
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To ratify the appointment of BDO Canada LLP as the
Companys independent registered public accounting firm for the fiscal
year ending August 31, 2017.
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3.
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To hold an advisory vote to approve the named executive
officer compensation.
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Therefore, the number of votes cast at the Meeting in favor of
each of the above proposals must be greater than the number of votes cast
against each respective proposal. Stockholder votes on that are conducted on an
advisory basis are not binding on the Companys Board of Directors. As such, no
votes are required on to approve executive compensation.
Will my shares be voted if I do not sign and return my
proxy card?
If your shares are held through a brokerage account, your
brokerage firm, under certain circumstances, may vote your shares.
If your shares are registered in your name, and you do not sign
and return your proxy card, your shares will not be voted at the Meeting.
Will I be entitled to appraisal rights under Nevada law?
Under Nevada law, the Companys stockholders are not entitled
to appraisal rights in connection with the proposals.
When are the stockholder proposals due for the 2018
Annual Meeting?
The deadline for submitting a stockholder proposal for
inclusion in the Companys proxy statement and form of proxy for its 2018 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of
1934, as amended, (the Exchange Act) is September 20, 2017; provided, however,
that in the event the Company hold its 2018 annual meeting more than 30 days
before or after the one year anniversary date of the 2017 Annual Meeting, the
Company will disclose the new deadline by which proxies must be received under
Item 5 of the Companys earliest possible Quarterly Report on Form 10-Q or, if
impracticable, by any means reasonably calculated to inform stockholders. In
addition, stockholder proposals must otherwise comply with the requirements of
Rule 14a-8 of the Exchange Act.
Any stockholders who wish to submit a proposal are encouraged
to seek independent counsel about SEC requirements. The Company will not
consider any proposals that do not meet the SEC requirements for submitting a
proposal. Notices of intention to present proposals for the Companys next
annual meeting should be delivered to Destiny Media Technologies Inc., 1110 -
885 W Georgia St, Vancouver, BC V6C 3E8, Attention: Fred Vandenberg, Corporate
Secretary.
4
PROPOSAL NUMBER ONE ELECTION OF DIRECTORS
The Companys Board of Directors currently consists of two
directors: Steve Vestergaard and Haig Bagerdjian. At the Meeting, stockholders
will elect four directors to serve until the next annual meeting of stockholders
and until their respective successors shall have been duly elected and
qualified, or until their death, resignation or removal. Unless marked
otherwise, proxies received will be voted FOR the election of the four
nominees named below.
Directors are elected by a plurality of the votes present in
person and represented by proxy and entitled to vote at a meeting at which a
quorum is present. Shares represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the nominees for
director named above. Abstentions will be counted as present for purposes of
determining the presence of a quorum. If a quorum is present, the nominees for
director receiving the highest number of votes will be elected as directors.
Abstentions will have no effect on the vote. In the event that any nominee
should be unavailable for election as a result of an unexpected occurrence, such
shares will be voted for the election of such substitute nominee as the Board of
Directors may propose.
Nominees
The Board of Directors intends to nominate the four persons
identified as its nominees in this proxy statement. The names of each nominee
and certain information about them are set forth below:
Name of Nominee
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Age
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Position
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Steve Vestergaard
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50
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Director, Chief Executive
Officer and President
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Haig S. Bagerdjian
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60
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Director
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Hyonmyong Hoch Cho
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45
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Director
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S. Jay Graber
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56
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Director
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There is no family relationship between the Companys directors
and there are no legal proceedings to which any of the directors are a party
adverse to us or in which any of the Companys directors have a material
interest adverse to us. Set forth below is a brief description of the background
and business experience of each director for the past five years:
Steve Vestergaard.
Mr. Vestergaard has been the
President, Chief Executive Officer, Chairman and a Director of the Company since
1999. Mr. Vestergaard's responsibilities include strategic planning and
coordinating strategic planning, marketing and product development. Mr.
Vestergaard obtained a B.Sc. from the University of British Columbia in 1989. He
founded Tronic Software in 1981 and Destiny Software in 1991, both as video game
development companies. In 1995, the Company changed its focus to Internet
technologies, going public in 1999 with streaming video and media security
technology.
Haig S. Bagerdjian.
Mr. Bagerdjian was appointed a
Director of the Company on January 20, 2015. Mr. Bagerdjian became Chairman of
the Board of Point.360 in September 2001 and was appointed President and Chief
Executive Officer in October 2002. He was Executive Vice President of Syncor
International Corporation, a leading provider of radiopharmaceuticals,
comprehensive nuclear pharmacy services and medical imaging services, from 1991
to 2002. From 1987 to 1991, he served in several executive level positions at
Calmark Holding Corporation. He also was General Counsel for American Adventure,
Inc., which was a subsidiary of Calmark Holding. Mr. Bagerdjian received a J.D.
from Harvard Law School and is admitted to the State Bar of California. Mr.
Bagerdjian is a Director of Innodata-Isogen, Inc. Mr. Bagerdjians diverse
business experience provides him with a wide range of expertise that is valuable
to our Board in confronting various business-related challenges and
opportunities.
5
Hyonmyong Cho.
Mr. Cho is currently a managing member of
Greenlaw International Management Company LLC which manages Greenlaw
International LP, a fund which invests in microcap stocks. From 2002 to 2008,
Mr. Cho was a Managing Director of Forum Partners which managed several real
estate private equity funds in Europe and Asia. At Forum Partners, Mr. Cho
managed a worldwide team tasked with private equity deal structuring, analysis
and negotiation. Prior to Forum Partners, Mr. Cho was a senior associate at
Nassau Capital, whose only limited partner was Princeton University, and he was
responsible for the due diligence, negotiation, documentation and monitoring of
private equity transactions. Prior to that, Mr. Cho was a partner in Novalis
Ventures, a venture capital fund focused on early stage investments in the real
estate industry. Before that, Mr. Cho was a Vice President at Cahill, Warnock
& Company, a private equity firm focused on making direct investments in
micro-cap public companies. Mr. Cho began his career as a financial analyst for
Alex Brown & Sons, Inc. in the mergers and acquisitions, real estate and
health care groups. Mr. Cho was a Morehead Scholar at the University of North
Carolina, graduating with a B.A. in English Literature.
S. Jay Graber.
Mr. Graber recently retired as VP of
Business Development from Apex Software LLC., a privately-owned developer of
building drawing and area calculation software for jurisdictional mass appraisal
at the municipal, county, province and statewide level as well as for the real
estate mortgage appraisal industry. Mr. Graber continues to serve on various
committees for the International Association of Assessing Officers (IAAO) as he
remains a business partner in Apex. Prior to 20 years in the software/technology
arena, Mr. Graber worked in direct sales / sales management for various
manufacturing entities including automotive and decorative lighting, plastic
extrusion, art glass and architectural flooring. Mr. Graber earned a BS degree
in both Business Management and in Psychology from Eastern Mennonite College
(now EMU).
Required Vote
The affirmative approval of the holders of record on the Record
Date of a majority of the voting power of the outstanding shares of common stock
present at the Meeting, either in person or by proxy, is required to approve
Proposal Number One.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE. PROXIES RECEIVED BY THE COMPANY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE UNLESS THE
STOCKHOLDER SPECIFIES OTHERWISE IN THE PROXY.
6
PROPOSAL NUMBER TWO RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm of BDO Canada
LLP, Charted Accountants, (BDO) audited the Companys financial statements for
the year ended August 31, 2016, and has been recommended by the Board of
Directors pursuant to the recommendation of the Audit Committee to serve as the
Companys independent registered public accounting firm for fiscal year ended
August 31, 2017. At the direction of the Board of Directors, this appointment is
being presented to the stockholders for ratification or rejection at the
Meeting. If the stockholders do not ratify the appointment of BDO, the Audit
Committee may reconsider, but will not necessarily change, its selection of BDO
to serve as the Companys independent registered public accounting firm.
A representative of BDO is not expected to be present at the
Meeting.
Principal Accountant Fees
The aggregate fees billed for the two most recently completed
fiscal years ended August 31, 2016 and August 31, 2015 for professional services
rendered by the principal accountant for the audit of the Companys annual
financial statements and review of the financial statements included its
Quarterly Reports on Form 10-Q and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:
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Year Ended August 31, 2016
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Year Ended August 31, 2015
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Audit Fees
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$78,238
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$84,974
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Audit Related Fees
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-
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Tax Fees
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7,970
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9,667
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All Other Fees
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-
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-
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Total
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$86,208
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$94,641
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Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
The policy of the Companys audit committee is to pre-approve
all audit and permissible non-audit services to be performed by the Companys
independent auditors during the fiscal year. Before engaging an independent
registered public accountant to render audit or non-audit services, the
engagement is approved by the Companys audit committee or the engagement to
render services is entered into pursuant to pre-approval policies and procedures
established by the audit committee.
Required Vote
The affirmative approval of the holders of record on the Record
Date of a majority of the voting power of the outstanding shares of common stock
present at the Meeting, either in person or by proxy, is required to approve
Proposal Number Two.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF BDO CANADA LLP, CHARTERED
ACCOUNTANTS, AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING AUGUST 31, 2017.
7
PROPOSAL NUMBER THREE ADVISORY VOTE ON EXECUTIVE
COMPENSATION
The Company is asking that you
APPROVE
the compensation
of the named executive officers as disclosed in this Proxy Statement.
The recently enacted Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the Dodd-Frank Act) provides that the Companys
stockholders vote to approve, on an advisory (non-binding) basis, the
compensation of the Companys named executive officers as disclosed in this
Proxy Statement in accordance with the SECs rules.
The Companys named executive officers are identified in the
2016 Summary Compensation Table, and the compensation of the named executive
officers is described on page 14. The Companys executive compensation practices
are designed to attract, retain and motivate executive talent, including its
named executive officers, who are critical to the Companys success. The Company
is committed to sound executive compensation and corporate governance
principles, working to ensure that its practices protect and further the
interests of stockholders.
The Board of Directors is therefore requesting your nonbinding
vote on the following resolution:
Resolved, that the compensation of the Companys named
executive officers as disclosed in this Proxy Statement pursuant to the
compensation disclosure rules of the Securities and Exchange Commission, the
executive compensation tables and the narrative discussion, is approved.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE
COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS.
Note: The Company is providing this advisory vote as required
pursuant to Section 14A of the Securities Exchange Act (15 U.S.C. 78n-1). The
stockholder vote will not be binding on the Company or the Board, and it will
not be construed as overruling any decision by the Company or the Board or
creating or implying any change to, or additional, fiduciary duties for the
Company or the Board.
8
CORPORATE GOVERNANCE
Director Independence
The Company is listed on the TSX Venture Exchange, which
requires the Company to have a minimum of two independent directors. Under the
TSX Venture Exchange policy and Canadian National Instrument 52-110
Audit
Committees
(NI 52-110), which the Company is subject, an independent
director is a director who has no direct or indirect material relationship with
the Company. A material relationship is a relationship which could, in the view
of the Board of Directors, reasonably interfere with the exercise of a
directors independent judgment. Haig Bagerdjian is an independent director of
the Company, as aside from shares held by him, he has no ongoing interest or
relationship with the Company other than serving as a director. Director
nominees Hyonmyong Cho and S. Jay Graber are independent as aside from any
shares held by them, they have no ongoing interest or relationship with the
Company other than serving as a director. Steven E. Vestergaard is not an
independent director because of his position as the Companys President and
Chief Executive Officer.
Steven E. Vestergaard serves as both President and Chief
Executive Officer and as Chairman of the Board of Directors of the Company. The
Company does not have a lead independent director. The Company has determined
that its leadership structure is appropriate as it is a smaller reporting
company. The Board of Directors is responsible for the risk oversight of the
Company which has little to no effect on the Board of Directors leadership
structure.
Meetings and Committees of the Board of Directors
During the fiscal year ended August 31, 2016, the Companys
Board of Directors held no meetings and various matters were approved by consent
resolution of the entire board and its audit committee had one meeting. The
compensation and nomination committee had no formal meetings during the fiscal
year ended August 31, 2016. All directors are expected to attend the Meeting and
their attendance is recorded in the minutes.
Audit Committee
Composition
The Companys audit committee consists of Haig Bagerdjian. He
is independent. There will be two vacancies on the audit committee which
management expects to fill following the meeting. Management believes that the
audit committee members are collectively capable of analyzing and evaluating the
financial statements and understanding internal controls and procedures for
financial reporting.
Haig Bagerdjian qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
The Company adopted a charter for the Audit Committee in
November 2013, a copy of which is available on the Companys corporate website
https://www.dsny.com/audit-committee-charter
.
Audit Committee Oversight
At no time since the commencement of the Companys most recent
completed financial year has a recommendation of the Audit Committee to nominate
or compensate an external auditor not been adopted by the Board of Directors.
9
Reliance on Certain Exemptions
At no time since the commencement of the Companys most
recently completed financial year has the Company relied on the exemption in
Section 2.4 of NI 52-110
(De Minimis Non-audit Services)
, or an exemption
from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and
procedures for the engagement of non-audit services as described above under the
heading
Proposal Number Two Ratification of Selection of Independent
Registered Public Accounting Firm Policy on Pre-Approval by Audit Committee of
Services Performed by Independent Auditors
.
Exemption
The Audit Committee has relied on an exemption under Part 6.1
of NI 52-110.
Compensation Committee
The Companys compensation committee has no members. There are
three vacancies on the compensation committee which management expects to fill
following the meeting. In the interim, the independent members of the Board of
Directors of the Company will act as the compensation committee.
The compensation committee conducts reviews with regards to the
compensation of the directors and the Companys executive officers once a year.
To make its recommendations on such compensation, the compensation committee
takes into account the types of compensation and the amounts paid to officers of
comparable publicly traded companies.
The compensation committees basic responsibility is to review
the performance and development of the Companys management in achieving
corporate goals and objectives and to assure that the Companys executive
officers are compensated effectively in a manner consistent with the strategy of
the Company, competitive practice, sound corporate governance principles and
stockholder interests. The committee reviews and approves all compensation to
directors and executive officers. The compensation committee may not delegate
its authority. The Company does not engage compensation consultants. Executive
officers may suggest to committee what amount of compensation they think it
suitable or fair with respect to each candidate.
Neither the committee nor management has engaged consultants
for determining or recommending the amount or form of executive or director
compensation.
The Company adopted a charter for the compensation committee in
November 2013, a copy of which is available on the Companys corporate website
https://www.dsny.com/exec-compensation-charter
.
Director Nomination
Nomination Committee
The Company's nomination committee consists of no members.
There are three vacancies on the nomination committee which management expects
to fill following the meeting. In the interim, the independent members of the
Board of Directors of the Company will act as the nomination committee.
The nomination committee will continually assess its size,
structure and composition, taking into consideration its current strengths,
skills and experience, proposed retirements and the requirements and strategic
direction of the Company. As required, committee members will recommend suitable
candidates for consideration as members of the Board of Directors.
10
Nominees for director will be selected on the basis of their
integrity, experience, achievements, judgment, intelligence, personal character,
and capacity to make independent analytical inquiries, ability and willingness
to devote adequate time to Board duties, and likelihood that he or she will be
able to serve on the Board for a sustained period. Due consideration will be
given to the Board's overall balance of diversity of perspectives, backgrounds
and experiences. The committee will also consider factors such as global
experience, experience as a director of a public company and knowledge of
relevant industries.
At a minimum, each nominee will be expected to:
|
(a)
|
understand the Company's business and the industry in
general;
|
|
(b)
|
regularly attend meetings of the Board and of any
committees on which
|
|
(c)
|
the director serves;
|
|
(d)
|
review in a timely fashion and understand materials
circulated to the
|
|
(e)
|
Board regarding the Company or the industry;
|
|
(f)
|
participate in meeting and decision making processes in
an objective
|
|
(g)
|
and constructive manner; and
|
|
(h)
|
be reasonably available, upon request, to advise the
Company's officers
|
The Company adopted a charter for the nomination committee in
November 2013, a copy of which is available on the Companys corporate website
https://www.dsny.com/corporate-governance-charter
.
Stockholder Nomination of Directors
The committee will accept for consideration submissions from
shareholders of recommendations for the nomination of directors. Acceptance of a
recommendation for consideration does not imply that the committee will nominate
the recommended candidate.
All shareholder nominating recommendations must be in writing,
addressed to the committee care of the Company's Corporate Secretary at the
Company's principal headquarters, 1110 - 885 W Georgia St, Vancouver, BC V6C
3E8. Submissions must be made by mail, courier or personal delivery. Submissions
by e-mail will not be considered.
A nominating recommendation must be accompanied by the
following information concerning each recommending shareholder:
|
a.
|
The name and address, including telephone number, of the
recommending shareholder;
|
|
|
|
|
b.
|
The number of the Company's shares owned by the
recommending shareholder and the time period for which such shares have
been held;
|
|
|
|
|
c.
|
If the recommending shareholder is not a shareholder of
record, a statement from the record holder of the shares (usually a broker
or bank) verifying the holdings of the shareholder and a statement from
the recommending shareholder of the length of time that the shares have
been held. (Alternatively, the shareholder may furnish a current Schedule
13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the Securities and
Exchange Commission reflecting the holdings of the shareholder, together
with a statement of the length of time that the shares have been held);
and
|
|
|
|
|
d.
|
A statement from the shareholder as to whether the
shareholder has a good faith intention to continue to hold the reported
shares through the date of the Company's next annual meeting of
shareholders.
|
If a recommendation is submitted by a group of two or more
shareholders, the information regarding recommending shareholders must be
submitted with respect to each shareholder in the group.
A nominating recommendation must be accompanied by the
following information concerning the proposed nominee:
11
|
a.
|
the information required by Item 401 of SEC Regulation
S-K (providing for disclosure of the name, address, any arrangements or
understanding regarding nomination and five year business experience of
the proposed nominee, as well as information regarding certain types of
legal proceedings within the past five years involving the
nominee);
|
|
|
|
|
b.
|
the information required by Item 403 of SEC Regulation
S-K (providing for disclosure regarding the proposed nominee's ownership
of securities of the Company); and
|
|
|
|
|
c.
|
the information required by Item 404 of SEC Regulation
S-K (providing for disclosure of transactions between the Company and the
proposed nominee valued in excess of $120,000 and certain other types of
business relationships with the Company).
|
|
|
|
|
d.
|
a description of all relationships between the proposed
nominee and the recommending shareholder and any agreements or
understandings between the recommending shareholder and the nominee
regarding the nomination.
|
|
|
|
|
e.
|
a description of all relationships between the proposed
nominee and any of the Company's competitors, customers, suppliers, labor
unions or other persons with special interests regarding the
Company.
|
The recommending shareholder must furnish a statement
supporting its view that the proposed nominee possesses the minimum
qualifications prescribed by the committee for nominees, and briefly describing
the contributions that the nominee would be expected to make to the board and to
the governance of the Company.
The recommending shareholder must state whether, in the
shareholder's view, the nominee, if elected, would represent all shareholders
and not serve for the purpose of advancing or favoring any particular
shareholder or other constituency of the Company.
The nominating recommendation must be accompanied by the
consent of the proposed nominee to be interviewed by the committee, if the
committee chooses to do so in its discretion (and the recommending shareholder
must furnish the proposed nominee's contact information for this purpose), and,
if nominated and elected, to serve as a director of the Company.
A shareholder (or group of shareholders) wishing to submit a
nominating recommendation for an annual meeting of shareholders must ensure that
it is received by the Secretary of the Company, as provided above, not later
than the 60th day nor earlier than the 90th day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 days before or more than 60
days after such anniversary date, notice by the shareholder must be so received
not earlier than the 90th day prior to the annual meeting and not later than the
later of the 60th day prior to the annual meeting or the 15th day following the
day on which public announcement of the date of the meeting is first made by the
Company.
Directorships
Steven Vestergaard is also a Director of Brisio Innovations
Inc., a technology company listed on the Canadian Securities Exchange.
Haig S. Bagerdjian is also a Director of Point.360, a film and
television production services Company listed on the OTCQX marketplace.
Orientation and Continuing Education
The Board of Directors provides an overview of the Companys
business activities, systems and business plan to all new directors. New
director candidates have free access to any of the Companys records, employees
or senior management in order to conduct their own due diligence and will be
briefed on the strategic plans, short, medium and long term corporate
objectives, business risks and mitigation strategies, corporate governance
guidelines and existing policies of the Company. The directors are encouraged to
update their skills and knowledge by taking courses and attending professional
seminars.
12
Ethical Business Conduct
The Board of Directors believes good corporate governance is an
integral component to the success of the Company and to meet responsibilities to
stockholders. Generally, the Board of Directors has found that the fiduciary
duties placed on individual directors by the Companys governing corporate
legislation and the common law and the restrictions placed by applicable
corporate legislation on an individual directors participation in decisions of
the Board of Directors in which the director has an interest have been
sufficient to ensure that the Board of Directors operates independently of
management and in the best interests of the Company.
The Board of Directors is also responsible for applying
governance principles and practices, and tracking development in corporate
governance, and adapting best practices to suit the needs of the Company.
Certain of the directors of the Company may also be directors and officers of
other companies, and conflicts of interest may arise between their duties. Such
conflicts must be disclosed in accordance with, and are subject to such other
procedures and remedies as applicable under Nevada law.
Assessments
The Board of Directors has not implemented a process for
assessing its effectiveness. As a result of the Companys small size and the
Companys stage of development, the Board of Directors considers a formal
assessment process to be inappropriate at this time. The Board of Directors
plans to continue evaluating its own effectiveness on an ad hoc basis.
The Board of Directors does not formally assess the performance
or contribution of individual Board members or committee members.
Stockholder Communication with the Board of Directors
Stockholders desiring to communicate with the Board of
Directors on matters other than director nominations should submit their
communication in writing to Fred Vandenberg, Treasurer & Corporate
Secretary, Destiny Media Technologies Inc., 1110 - 885 W Georgia St, Vancouver,
BC V6C 3E8 and identify themselves as a stockholder. The Corporate Secretary
will forward all such communication to the Chairperson of the Board for a
determination as to how to proceed.
OTHER EXECUTIVE OFFICERS
In addition to Steve Vestergaard, the following persons are
executive officers of the Company:
Fred Vandenberg. B.Comm, MBA, CPA, CA
Mr. Vandenberg has
been the Companys Chief Financial Officer, and Treasurer since July 2007. Mr.
Vandenberg's core responsibilities include leading the accounting, treasury,
strategic planning, financial controls and financial reporting functions of the
Company. Mr. Vandenberg has over 24 years experience in tax advisory services,
mergers and acquisitions, and financial reporting. Mr. Vandenberg obtained a
Bachelor of Commerce from McMaster University in 1991 and a Master of Business
Administration (Finance) from McMaster University in 1993. In 1996, Mr.
Vandenberg was designated as a Chartered Accountant in Ontario, and became a
member of the Institute of Chartered Accountants of BC in 1996. Mr. Vandenberg
completed the Canadian Institute of Chartered Accountants "In-depth" taxation
program while with Ernst & Young in 1998.
There are no family relationships between Mr. Vandenberg and
any other director or executive officer. Mr. Vandenberg is currently not engaged
in legal proceedings to which he is a party adverse to us or in which he has a
material interest adverse to us.
13
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth the total compensation paid to
or earned by the Companys named executive officers, as that term is defined in
Item 402(m)(2) of Regulation S-K of the Exchange Act, (Named Executive
Officers) as of its fiscal years ended August 31, 2016 and 2015.
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Director
Fees
Earned
in
Cash
($)
(2)
|
Other
Annual
Compen-
sation
($)
(3)
|
Total
($)
|
Steven Vestergaard
(4)
President, Chief
Executive Officer
and Director
|
2016
2015
|
196,144
215,644
|
Nil
Nil
|
Nil
Nil
|
Nil
33,553
|
Nil
36,000
|
Nil
10,782
|
196,144
295,979
|
Frederick Vandenberg
(5)
Chief Financial
Officer, Treasurer
and Secretary
|
2016
2015
|
158,424
174,174
|
Nil
Nil
|
Nil
Nil
|
Nil
12,582
|
Nil
Nil
|
7,921
8,709
|
166,345
195,465
|
Notes
:
|
|
|
(1)
|
Option awards shown here represent the aggregate grant
date fair value of all options granted
|
|
(2)
|
On May 23, 2014, the Board of Directors set the annual
compensation payable to each member of the Board of Directors at $48,000
per annum for the period from June 1, 2014 to May 31, 2015. The fees
earned or paid in cash of $36,000 for Mr. Vestergaard as a Director was
for the service period of September 1, 2014 to May 31, 2015 during the
fiscal year ended August 31, 2015.
|
|
(3)
|
The value of perquisites and other personal benefits,
securities and property for the individuals included in the summary
compensation table that does not exceed $10,000 is not reported herein.
Other compensation for Mr. Vestergaard and Mr. Vandenberg includes
participation in the employee share purchase plan described below under
long term incentive plans.
|
|
(4)
|
All salaries paid to Mr. Vestergaard are paid in Canadian
dollars.
|
|
(5)
|
All salaries paid to Mr. Vandenberg are paid in Canadian
dollars.
|
|
(6)
|
Compensation is stated in United States dollars. Where
compensation was provided in Canadian dollars, compensation is based on an
exchange rate of 0.7544 US dollars for each 1.00 Canadian dollar during
the 2016 fiscal year. Compensation is stated in United States dollars and
is based on an exchange rate of 0.8294 US dollars for each 1.00 Canadian
dollar during the 2015 fiscal year.
|
Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes equity awards to the Companys
Named Executive Officers outstanding as of August 31, 2016.
Name and
Principal Position
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity Incentive Plan
Awards:
Number of
Securities Underlying
Unexercised
Unearned Options
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Steve Vestergaard
President, Chief
Executive Officer and
Director
|
250,000
|
150,000
|
N/A
|
0.40
|
See Note 1
|
Fred Vandenberg
Chief Financial Officer,
Treasurer and
Corporate Secretary
|
93,750
|
56,250
|
N/A
|
0.40
|
See Note 2
|
Notes
:
|
|
|
(1)
|
The total of unexercised options of 400,000 including the
exercisable of 250,000 and unexercisable of 150,000 is subject to equal
monthly vesting over two years commencing June 25, 2015 and the expiry
date is two years from the particular vesting date.
|
|
|
|
|
(2)
|
The total of unexercised options of 150,000 including the
exercisable of 93,750 and unexercisable of 56,250 is subject to equal
monthly vesting over two years commencing June 25, 2015 and the expiry
date is two years from the particular vesting date.
|
14
Director Compensation
The following table summarizes compensation paid to the
Companys directors during the fiscal year ended August 31, 2016:
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Other Annual
Compensation
($
)
|
Total
($)
|
Yoshitaro Kumagai
(1)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Haig Bagerdjian
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Edward Kolic
(2)
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Notes:
|
|
|
(1)
|
Yoshitaro Kumagai resigned as a director on July 17,
2016.
|
|
(2)
|
Edward Kolic resigned as director on January 1, 2016.
|
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Companys
executive officers and directors, and persons who beneficially own more than ten
percent of the Companys equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based on the
Companys review of the copies of such forms received by it, the Company
believes that during the fiscal year ended August 31, 2016 all such filing
requirements were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since the commencement of
the fiscal year ended August 31, 2016, had any material interest, direct or
indirect, in any transaction with the Company or in any presently proposed
transaction that has or will materially affect the Company:
|
(i)
|
Any directors or executive officers of the
Company;
|
|
(ii)
|
Any person proposed as a nominee for election as a
director;
|
|
(iii)
|
Any person who beneficially owns, directly or indirectly,
shares carrying more than 5% of the voting rights attached to the
Companys outstanding shares of common stock; and
|
|
(iv)
|
Any member of the immediate family (including spouse,
parents, children, siblings and in-laws) of any of the foregoing
persons.
|
15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning
the number of shares of the Companys common stock owned beneficially as of
January 13, 2017 by: (i) each person (including any group) known to the Company
to own more than five percent (5%) of any class of the voting securities, (ii)
each of the Companys directors and each of the named executive officers, and
(iii) officers and directors as a group. Unless otherwise indicated, the
stockholders listed possess sole voting and investment power with respect to the
shares shown.
Title Of Class
|
Name And Address
Of
Beneficial Owner
|
Amount And Nature Of
Beneficial Ownership
|
Percentage Of
Common
Stock
(1)
|
DIRECTORS AND OFFICERS
|
Common Stock
|
Steven Vestergaard
President, Chief
Executive Officer
and Director
|
11,403,260 Shares
(direct)
(2)
|
20.67%
|
Common Stock
|
Frederick Vandenberg
Chief Financial
Officer, Treasurer
and Corporate Secretary
|
820,111 Shares
(3)
(direct)
|
1.49%
|
Common Stock
|
Haig Bagerdjian
Director
|
170,632 Shares
(4)
(direct)
|
*
|
Common Stock
|
Hyonmyong Cho
Director Nominee
|
2,330,079
(direct and
indirect)
(5)
|
4.24%
|
Common Stock
|
S. Jay Graber
Director Nominee
|
332,250
(direct and
indirect)
(6)
|
*
|
Common Stock
|
All Officers, Directors and
Nominee Directors
(five persons)
|
15,056,332 Shares
|
27.22%
|
HOLDERS OF MORE THAN 5% OF THE COMPANYS
COMMON STOCK
|
Common Stock
|
Steven Vestergaard
1110 - 885 W Georgia St
Vancouver, BC V6C 3E8
|
11,403,260 Shares
(direct)
(2)
|
20.67%
|
Common Stock
|
Mark A. Graber
56 Oakwell Farms Parkway
San Antonio, TX 78218
|
5,417,136
(direct and
indirect)
(7)
|
9.71%
|
Notes
:
|
|
*
|
Less than 1%.
|
(1)
|
Under Rule 13d-3 of the Exchange Act, a beneficial owner
of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to direct
the voting of shares; and (ii) investment power, which includes the power
to dispose or direct the disposition of shares. Certain shares may be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of
an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount
of shares outstanding is deemed to include the amount of such
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the persons actual ownership or voting power with respect to the number
of shares of common stock actually outstanding on January 13, 2017. As of
January 13, 2017, there were 55,013,874 shares of our common stock issued
and outstanding.
|
16
(2)
|
Consists of 11,253,260 shares held by Mr. Vestergaard and
150,000 shares that are immediately acquirable upon the exercise of stock
options held by Mr. Vestergaard within 60 days.
|
|
|
(3)
|
Consists of 763,861 shares held by Mr. Vandenberg and
56,250 shares that are immediately acquirable upon the exercise of stock
options held by Mr. Vandenberg within 60 days.
|
|
|
(4)
|
Consists of 70,632 shares held by Mr. Bagerdjian and
100,000 shares that may be acquired upon the exercise of stock options
held by Mr. Bagerdjian within 60 days.
|
|
|
(5)
|
Consists of 598,814 shares held directly by Mr. Cho and
1,731,265 shares held by Greenlaw International LP an entity controlled by
Mr. Cho.
|
|
|
(6)
|
Consist of 42,750 shares held directly by S. Jay Graber
and 289,500 shares held jointly by Mr. Graber and his spouse.
|
|
|
(7)
|
Consists (i) 3,256,136 shares of the Companys common
stock directly held by Mark Graber; (ii) warrants to purchase up to
400,000 shares at a price of USD$0.30 per share, expiring October 20,
2017; (iii) 900,000 shares beneficially owned by X-L Investments, a Texas
partnership over which Mr. Graber has shared voting and disposition power,
(iv) warrants to purchase up to 400,000 shares at a price of USD$0.30 per
share, expiring October 20, 2017 beneficially owned by X-L Investments;
(v) 431,000 shares beneficially owned by Four Star Investments, a Texas
partnership over which Mr. Graber has shared voting and disposition power;
and (vi) 30,000 shares held by Mr. Grabers
spouse.
|
17
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. The Company files reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SECs Public Reference
Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
Our Annual Report on Form 10-K for the fiscal year ended August
31, 2016 accompanies this Proxy Statement but does not constitute a part of the
proxy soliciting material. A copy of the Companys Annual Report on Form 10-K
for the fiscal year ended August 31, 2016, including financial statements but
without exhibits, is available without charge to any person whose vote is
solicited by this proxy upon written request to Destiny Media Technologies Inc.,
1110 - 885 W Georgia St, Vancouver, BC V6C 3E8, Attention: Corporate Secretary.
Copies also may also be obtained through the SECs web site at www.sec.gov.
|
BY ORDER OF THE BOARD OF DIRECTORS OF
|
|
DESTINY MEDIA TECHNOLOGIES INC.
|
|
|
Date: January 18, 2017
|
|
|
/s/ Steve Vestergaard
|
|
|
|
STEVE VESTERGAARD
|
|
Chief Executive Officer, President and
Director
|
18
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