DRT.DB:CC - DIRTT Announces Results of Annual and Special Meeting of Shareholders and Appointments
CALGARY, Alberta, April 26, 2022 (GLOBE NEWSWIRE) -- DIRTT Environmental Solutions Ltd. (“DIRTT”) (NASDAQ: DRTT, TSX: DRT) today announced the results of the proposals submitted to shareholders at its annual and special meeting of shareholders held on April 26, 2022 (the “Meeting”).
Proposal No. 1: Election of Directors
The results of the vote for those elected as directors are as follows:
| Nominee |
| Votes For |
| Votes Withheld |
| Number |
| Percent |
| Number |
| Percent |
| Charlie Chiappone |
| 14,405,389 |
| 20.86% |
| 472,046 |
| 0.68% |
| Michael T. Ford |
| 14,459,214 |
| 20.94% |
| 418,221 |
| 0.61% |
| Denise E. Karkkainen |
| 14,222,506 |
| 20.59% |
| 654,929 |
| 0.95% |
| Shauna R. King |
| 14,267,658 |
| 20.66% |
| 609,777 |
| 0.88% |
| Todd W. Lillibridge |
| 14,227,430 |
| 20.60% |
| 650,005 |
| 0.94% |
| James (Jim) A. Lynch |
| 14,331,482 |
| 20.75% |
| 545,953 |
| 0.79% |
| Diana R. Rhoten |
| 14,311,473 |
| 20.72% |
| 565,962 |
| 0.82% |
| Aron R. English |
| 49,513,331 |
| 71.69% |
| 4,665,002 |
| 6.75% |
| Cory J. Mitchell |
| 46,347,979 |
| 67.11% |
| 7,830,354 |
| 11.34% |
| Douglas A. Edwards |
| 49,310,490 |
| 71.40% |
| 4,867,843 |
| 7.05% |
| Mary Garden |
| 54,152,163 |
| 78.41% |
| 26,170 |
| 0.04% |
| Scott L. Robinson |
| 49,308,695 |
| 71.40% |
| 4,869,695 |
| 7.05% |
| Scott C. Ryan |
| 46,546,923 |
| 67.40% |
| 7,631,810 |
| 11.05% |
| Ken Sanders |
| 54,163,263 |
| 78.43% |
| 15,470 |
| 0.02% |
Proposal No. 2: Appointment of the Independent Registered Public Accounting Firm
The results of the vote for the appointment of PwC as the independent registered public accounting firm for DIRTT are as follows:
| Votes For |
| Votes Withheld |
| Number |
| Percent |
| Number |
| Percent |
| 62,192,970 |
| 97.70% |
| 1,461,192 |
| 2.30% |
Proposal No. 3: Approval of Company Name Change
The results of the vote to approve an amendment to DIRTT’s articles of amalgamation to change its name from “DIRTT Environmental Solutions Ltd.” to “DIRTT Inc.” are as follows:
| Votes For |
| Votes Against |
| Abstain |
| Number |
| Percent |
| Number |
| Percent |
| Number |
| Percent |
| 21,008,442 |
| 30.31% |
| 47,977,901 |
| 69.36% |
| 181,261 |
| 0.26% |
Proposal No. 4: Approval of Employee Share Purchase Plan
The results of the vote to approve DIRTT’s 2022 Employee Share Purchase Plan are as follows:
| Votes For |
| Votes Against |
| Abstain |
| Number |
| Percent |
| Number |
| Percent |
| Number |
| Percent |
| 46,187,807 |
| 72.56% |
| 2,917,848 |
| 4.58% |
| 14,551,302 |
| 22.86% |
Proposal No. 5: Approval of Shareholder Rights Plan
The results of the vote to approve DIRTT’s December 7, 2021 Shareholder Rights Plan are as follows:
| Votes For |
| Votes Against |
| Abstain |
| Number |
| Percent |
| Number |
| Percent |
| Number |
| Percent |
| 18,899,265 |
| 27.32% |
| 49,764,481 |
| 71.95% |
| 505,579 |
| 0.73% |
Final voting results on all matters voted on at the Meeting will be filed on SEDAR ( www.sedar.com ) and EDGAR ( www.sec.gov ).
Appointments
Following the Meeting, the following appointments were made and committees formed by the newly elected board of directors of DIRTT (“Board”):
Board Chairman: Ken Sanders
Audit Committee Chairman: Mary Garden
Audit Committee Members: Douglas Edwards, Scott Ryan, Scott Robinson
Corporate Governance and Compensation Committee Chairman: Aron English
Corporate Governance and Compensation Committee Members: Ken Sanders, Mary Garden, Cory Mitchell
Enterprise Risk Management Committee Chairman: Scott Robinson
Enterprise Risk Management Committee Members: Ken Sanders, Scott Ryan, Douglas Edwards
In addition, the Board is pleased to announce the appointments of Geoff Krause and Jeff Calkins as DIRTT’s Interim Co-Chief Executive Officers. The position of interim Chief Executive Officer and President has been terminated. The Board wishes to thank Todd Lillibridge for his service to DIRTT.
The Chairman of the Board, Ken Sanders, commented: “We are grateful for the support of DIRTT’s owners and the trust they have placed in us. Over the last several months, we have heard from many shareholders, clients, partners, and employees, and we intend to continue that engagement going forward. Now that the proxy contest has concluded, it is time to focus our exclusive attention on the future success of DIRTT. The work ahead is complex, but our intentions are simple: to help unlock the potential we believe already exists at DIRTT and promote its growth and financial performance as a public company.”
About DIRTT Environmental Solutions
DIRTT is a global leader in industrialized construction. Its system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the commercial, healthcare, education and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule and outcomes.
Headquartered in the US and Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.
For more information, please contact: Kim MacEachernInvestor Relations, DIRTT Kmaceachern@dirtt.com 403.618.4539