Forsys Adopts Advance Notice Policy for Director Nominations and a Majority Voting Policy for Election of Directors
March 20, 2014 (Source: Marketwired) — 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.
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.
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