Kelowna, British Columbia - TheNewswire - July 29, 2020- Decisive Dividend Corporation (TSXV:DE) ("Decisive" or the "Corporation"), is pleased to confirm that, at its annual general and special meeting of shareholders held on July 23, 2020 (the "2020 AGM"), a total of 6,328,398 common shares representing 54% of the Corporation's issued and outstanding shares were represented in person or by proxy.
Shareholders re-elected all of the incumbent directors of the Corporation by submitting ballots which reflected the following votes "for" in respect of the incumbent directors.
# Votes For
% Votes For
G. Terence Edwards
M. Bruce Campbell
Peter D. Jeffrey
The shareholder support demonstrated this year, thwarted an unexpected attempt by a group of dissident shareholders (the "Dissident Group") to take control of the board of directors of the Corporation by way of an "ambush" of Decisive and its shareholders at the 2020 AGM.
The tactic of nominating (and attempting to elect) alternative directors from "the floor" of a shareholder meeting is commonly referred to as an "ambush" because it involves no prior public disclosure or advance notice to the Corporation or its other shareholders of the dissidents' intentions to take control of the board or information regarding the identity, background, or qualifications of the proposed alternative board nominees.
The attempted ambush involved the Dissident Group nominating from the floor of the 2020 AGM, without any prior public disclosure or advance notice, six (6) individuals to serve on Decisive's board of directors and then attempting (but failing) to elect them. Shareholders submitted ballots which reflected the following votes "for" in respect of the Dissident Group nominees:
- three (3) of the Dissident Group nominees received 1,804,151 votes for (29%); and
- three (3) of the Dissident Group nominees received 1,694,151 votes for (27%).
The Corporation has several concerns regarding the actions of the Dissident Group (or certain of its members) prior to and in connection with the 2020 AGM relating to proxy solicitation activities, the disclosure and use of confidential corporate information and potential breaches of contractual or other legal duties owed to Decisive by certain members of the Dissident Group.
The Corporation will be addressing each of its concerns in the appropriate manner and forum.
The Corporation is a strong supporter of the right of shareholders to nominate and elect the individuals who they wish to represent them on the board of directors. However, the Corporation believes that shareholders and market participants should have all relevant information relating to the election of directors and the intentions of persons, or a group of persons, who own a significant number of shares and who intend to nominate alternative directors at a shareholder meeting.
In terms of the other results of the 2020 AGM, shareholders approved:
(i) the fixing of the number of directors of the Corporation at eight (8);
(ii) the re-appointment of the auditors of the Corporation for the ensuing year;
(iii) the amended and restated equity incentive plan (by a majority of all shareholders but not by a majority of disinterested shareholders, which means that the 10% rolling stock option component of the plan remains in effect, but no further deferred share units or restricted share units may be issued); and
(iv) the amended employee share purchase plan.
About Decisive Dividend Corporation
Decisive Dividend Corporation is an acquisition-oriented company, focusing on the manufacturing sector. The Corporation uses a disciplined acquisition strategy to identify already profitable, established companies that have strong management teams, generate steady cash flow, operate in non-cyclical markets, and have opportunity for future growth.
For more information on Decisive, or to sign up for email notifications of Corporation press releases, please visit www.decisivedividend.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rick Torriero, Chief Financial Officer
#201, 1674 Bertram Street
Kelowna, BC V1Y 9G4
Telephone: (250) 870-9146
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