DIRTT Announces Results of Annual and Special Meeting of Shareholders and Appointments
27 April 2022 - 12:25AM
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 GardenAudit
Committee Members: Douglas Edwards, Scott Ryan, Scott Robinson
Corporate Governance and Compensation Committee
Chairman: Aron EnglishCorporate Governance and Compensation
Committee Members: Ken Sanders, Mary Garden, Cory Mitchell
Enterprise Risk Management Committee Chairman:
Scott RobinsonEnterprise 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 MacEachern
Investor Relations, DIRTT Kmaceachern@dirtt.com 403.618.4539
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