Forsys Adopts Advance Notice Policy for Director Nominations and a Majority Voting Policy for Election of Directors
20 März 2014 - 12:00PM
Marketwired
Forsys Adopts Advance Notice Policy for Director Nominations and a
Majority Voting Policy for Election of Directors
TORONTO, ONTARIO--(Marketwired - Mar 20, 2014) - Forsys Metals
Corp (TSX:FSY)(FRANKFURT:F2T)(NAMIBIAN:FSY) ("Forsys" or the
"Company") is pleased to announce that its Board of Directors
("Board") has adopted advance notice and majority voting
policies.
The advance notice policy requires advance notice to the Company
for nominations of directors by shareholders other than (i) through
a requisitioned meeting or (ii) by way of a shareholder proposal,
in each case pursuant to the provisions of the Business
Corporations Act (Ontario), (the "Advance Notice Provisions").
The Advance Notice Provisions are not intended to discourage
director nominations but rather to facilitate orderly and efficient
meetings at which directors are to be elected and to permit
shareholders to register an informed vote by allowing them to
receive sufficient information with respect to all director
nominees and reasonable time for appropriate deliberation.
The Advance Notice Provisions provide shareholders, directors
and management of Forsys with a clear framework for nominating
directors in an orderly and fair manner. The Advance Notice
Provisions fix a deadline by which shareholders of common shares of
the Company must submit a notice of director nominations to the
Company prior to any annual or special meeting of shareholders at
which directors are to be elected and set forth the information
that a shareholder must include in the notice for it to be
valid.
In the case of an annual meeting of shareholders, notice to the
Company must be made not fewer than 30 and not more than 65 days
prior to the date of the annual meeting; provided, however, that in
the event that the annual meeting is to be held on a date that is
fewer than 50 days after the date on which the first public filing
or announcement of the date of the annual meeting was made, notice
must be made not later than the close of business on the 10th day
following such public filing or announcement. In the case of a
special meeting of shareholders (which is not also an annual
meeting), notice must be made not later than the close of business
on the 15th day following the day on which the first public filing
or announcement of the date of the special meeting was made.
The advance notice policy is effective immediately and will be
placed before shareholders for confirmation at the Company's
forthcoming annual and special meeting scheduled to be held on May
22, 2014.
Forsys also announces that its Board has adopted a majority
voting policy which requires that any nominee for election as a
director who receives a greater number of votes "withheld" from his
or her election than votes "for" such election, promptly tender his
or her resignation to the Board, to be effective upon acceptance by
the Board. The Board must determine whether or not to accept the
tendered resignation as soon as reasonably possible and in any
event within 90 days of the resignation. Subject to any
restrictions imposed by applicable corporate or securities laws and
regulations, the Board may fill any resulting vacancy through the
appointment of a new director. The director who has tendered his or
her resignation in accordance with this majority voting policy may
not participate in any committee or Board votes concerning such
resignation. The majority voting policy does not apply in
circumstances involving contested director elections.
The full text of both the advance notice and the majority voting
policies will be available under the Company's filings at
www.sedar.com or at the Forsys website at www.forsysmetals.com.
About Forsys Metals Corp.
Forsys Metals Corp. is an emerging uranium producer with 100%
ownership of the fully permitted Valencia uranium project and the
Namibplaas uranium project in Namibia, Africa a politically stable
and mining friendly jurisdiction. Information regarding current
National Instrument 43-101 compliant Resource and Reserves at
Valencia and Namibplaas are available on the Company website.
Shares outstanding: 109.9M
On behalf of the Board of Directors of Forsys Metals Corp.
Marcel Hilmer, Chief Executive Officer
Sedar Profile #00008536
Forsys Metals Corp.Marcel HilmerChief Executive Officer+61 417
177 942mhilmer@forsysmetals.comwww.forsysmetals.comTMX EquicomJoe
Racanelli+1 416-815-0700 Ext 243JRacanelli@equicomgroup.com
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