Verde 2021 AGM on June 30, 2021 at 3 pmHello fellow Verde shareholders,
I received this week my official proxy form for the upcoming Verde AGM, which set out 3 resolutions to be voted on by shareholders:
1. Approve auditors
2. Elect Board members
3. Approve continuance of the Stock Option Plan approved in 2018 (TSX regulations require that a Stock Option Plan be approved by shareholders at least every thrid year).
On first review it appears that Verde is proposing to conduct the AGM as a "closed" inperson meeting with no or limited access to shareholders (or their in-person appointees) which will be available to shareholders online in an "observe only" format (no facility to ask questions or move motions from teh floor, and no facility to vote online in real time at the meeting). This format falls short of the minimum requirements established by the TSX to conduct "virtual" or "hybrid" annual general meetings deemed essential and necessary to ensure shareholder rights are not open to abuse during this time of COVID related shut downs and restrictions.
Earlier this week I contacted Mr. St. Aldwyn, the Lead Independent Director, to share my concern that the Verde AGM as proposed will not meet the TSX regulations and would therefore not constitute a valid AGM. Any resolutions passed at such a meeting would, in my opinion, be open to challenge and cancellation, which would not be in the best interests of the Company or its shareholders. I have not yet received any feedback, but we still have over 3 weeks to see how the meeting protocols might be amended to ensure they remain compliant with the current regulations. I did forward to Mr. St Aldwyn the AGM material package I had received from another TSX listed security (H&R REIT) which sets out their detailed procedures for a virtual AGM in full compliance with the TSX requirements, including real time questions and voting, once a shareholder had registered and logged in online with the access code off their proxy form.
For what it is worth, I would suggest shareholders not rush ahead with completing and sending their signed proxy forms in their current form, in order to wait to see what develops in the coming days. In the meantime, I would strongly recommend shareholders take the time to review the excellent ISS (Institutional Shareholders Services) guidelines on proxy voting for TSX listed companies to better inform themselves of what are considered best practices for shareholders to protect and exercise their rights as the part owners of publicly traded companies. It can be found here:
Canada-TSX-Voting-Guidelines.pdf (issgovernance.com)
I would be very interested to see postings from other shareholders in the next days/weeks who might share their thoughts about the upcoming AGM and how they might chose to vote their shares at that time. Do you also plan on participating at the AGM in real time this year, and did you participate in previous years?
Stay tuned, lots more to come.
Cheers,
S.