In response to the current Canadian postal strike, the Canadian Securities Administrators (CSA) is providing temporary relief from requirements to deliver proxy-relate material for annual meetings through a temporary exemption from certain requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument and 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (the Coordinated Blanket Order).
The conditions in the Coordinated Blanket Order will include a requirement that all matters at the meeting are matters routinely submitted to an annual meeting, such as receiving and considering financial statements, fixing the number of directors to be elected and electing directors, and appointing auditors, among other matters. The order will not extend to matters requiring a special resolution under corporate law and the shareholder meeting must not, to the issuer’s knowledge, include a contested matter or a matter that a shareholder would reasonably consider to be contentious.
In addition, reporting issuers relying on the temporary exemption must ensure proxy-related materials are filed on SEDAR+ and the reporting issuer’s website, and issue a news release about the shareholder meeting, including how shareholders can access materials and submit voting instructions.
It should be noted that the Coordinated Blanket Order will address requirements under securities legislation only and will not extend to delivery obligations under corporate law. The CSA expects that reporting issuers, intermediaries and all other parties involved in the proxy-voting process will work collaboratively during the postal service suspension and take all reasonable steps to facilitate the voting process. This includes using alternate delivery methods where available and taking other measures to increase transparency to shareholders regarding how to access proxy materials, obtain individual control numbers and vote. Issuers or shareholders who have questions about the order, including questions related to potential relief for a special meeting, should contact their local regulatory authority.
National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to Send Certain Proxy-Related Materials During a Postal Strike is available for download from the websites of the participating jurisdictions.
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.
