TORONTO, April 25,
2022 /CNW/ - Quarterhill Inc. ("Quarterhill") (TSX:
QTRH) (OTCQX: QTRHF), announces results from its Annual and Special
Meeting of shareholders ("AGM") that was held on Thursday April 21, 2022, at 9:30 a.m. (Eastern Daylight Time).
At the AGM, Quarterhill shareholders (present in person or by
proxy) voted on the following matters, full details of which are
set out in Quarterhill's March 10,
2022 Notice of Meeting and Management Information Circular
(the "Circular") issued in connection with the AGM:
1. the election of the following nominees to Quarterhill's Board
of Directors (the "Board"), which was approved by
shareholders as follows:
|
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
|
Roxanne
Anderson
|
38,939,058
|
91.77%
|
3,493,602
|
8.23%
|
|
Michel Tewfik
Fattouche
|
37,907,573
|
89.34%
|
4,525,087
|
10.66%
|
|
John Kendall
Gillberry
|
34,109,888
|
80.39%
|
8,322,772
|
19.61%
|
|
Bret Kidd
|
41,202,622
|
97.10%
|
1,230,038
|
2.90%
|
|
Rusty Lewis
|
41,001,454
|
96.63%
|
1,431,206
|
3.37%
|
|
James Douglas
Skippen
|
34,292,034
|
80.82%
|
8,140,626
|
19.18%
|
|
Pamela Steer
|
40,663,365
|
95.83%
|
1,769,295
|
4.17%
|
|
Anna Tosto
|
38,772,719
|
91.37%
|
3,659,941
|
8.63%
|
|
|
|
|
|
|
2. an ordinary resolution appointing Ernst & Young LLP as
Quarterhill's auditors to hold office until the next annual meeting
of Quarterhill's shareholders and authorizing the Board to fix
their remuneration, which was approved by shareholders as
follows:
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
44,978,362
|
99.37%
|
287,054
|
0.63%
|
|
|
|
|
3. an ordinary resolution approving an addendum relating to
certain United States taxation
matters to Quarterhill's 2018 Equity Incentive Plan, as set out in
Exhibit A to the Circular, which was approved by shareholders as
follows:
Votes
For
|
% Votes
For
|
Votes
Against
|
% Votes
Against
|
37,408,197
|
88.16%
|
5,024,463
|
11.84%
|
|
|
|
|
4. a special resolution approving an amendment to Quarterhill's
current Articles of Incorporation to permit the Board to call and
hold meetings of Quarterhill's shareholders in Canada or in any state in the United States in which Quarterhill or any
of its subsidiaries has a physical office, as set out in Exhibit B
to the Circular, which was approved by shareholders as follows:
Votes
For
|
% Votes
For
|
Votes
Against
|
% Votes
Against
|
39,448,124
|
92.97%
|
2,984,536
|
7.03%
|
|
|
|
|
5. a shareholder proposal that "Quarterhill Inc. adopt, with
immediate effect, director term limits of 12 years", as set out in
Exhibit C to the Circular, which was voted against by shareholders
as follows:
Votes
For
|
% Votes
For
|
Votes
Against
|
% Votes
Against
|
Votes
Abstain
|
% Votes
Abstain
|
6,714,994
|
15.83%
|
33,472,541
|
78.88%
|
2,245,125
|
5.29%
|
|
|
|
|
|
|
About Quarterhill
Quarterhill is a leading provider of tolling and enforcement
solutions in the Intelligent Transportation System (ITS) industry,
as well as, through its Wi-LAN Inc. subsidiary, a leader in
Intellectual Property licensing. Our goal is global leadership in
ITS, via organic growth of the Electronic Transaction Consultants,
LLC (ETC) and International Road Dynamics, Inc. (IRD) platforms,
and by continuing an acquisition-oriented investment strategy that
capitalizes on attractive growth opportunities within ITS and its
adjacent markets. Quarterhill is listed on the TSX under the symbol
QTRH and on the OTCQX Best Market under the symbol QTRHF. For more
information, visit www.quarterhill.com
Forward-looking
Information
This news release contains forward-looking statements regarding
Quarterhill and its business. Forward- looking statements are based
on estimates and assumptions made by Quarterhill in light of its
experience and its perception of historical trends, current
conditions, expected future developments and the expected effects
of new business strategies, as well as other factors that
Quarterhill believes are appropriate in the circumstances. The
forward-looking events and circumstances discussed herein may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting Quarterhill, including:
potential risks and uncertainties relating to the ultimate
geographic spread of the novel coronavirus ("COVID-19"); the
severity of the disease; the duration of the COVID-19 outbreak;
actions that may be taken by governmental authorities to contain
the COVID-19 outbreak or to treat its impact; the potential
negative impacts of COVID-19 on the global economy and financial
markets and any resulting impact on Quarterhill and/or its
business. Other factors include, without limitation, the risks
described in Quarterhill's March 20,
2022 annual information form for the year ended December 31, 2021 (the "AIF"). In addition,
readers are also urged to review the additional risk factors
disclosed in our Management's Discussion and Analysis for our three
months and year ended December 31,
2021 and 2020 filed on www.sedar.com. Quarterhill recommends
that readers review and consider all of these risk factors and
notes that readers should not place undue reliance on any of
Quarterhill's forward-looking statements. Quarterhill has no
intention, and undertakes no obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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content:https://www.prnewswire.com/news-releases/quarterhill-announces-annual-meeting-results-301531528.html
SOURCE Quarterhill Inc.