CEC News May 16, 2013... Wonder if adopting an advance notice policy is so they don't get dissident shareholders trying to take over the board? Have to say this is a surprise. atb
Compliance Energy adopts advance notice policy
2013-05-16 16:42 ET - News Release
Mr. John Tapics reports
COMPLIANCE ENERGY ADOPTS ADVANCE NOTICE POLICY FOR DIRECTORS NOMINATIONS
Compliance Energy Corp.'s board of directors has approved the adoption of an advance notice policy for the purpose of providing shareholders, directors and management of Compliance with a clear framework for nominating directors. The policy is meant to: (i) facilitate an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensure all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.
The policy contains a provision that requires advance notice to Compliance in circumstances where nominations of persons for election to the board of directors are made by shareholders of Compliance. The policy fixes deadlines by which holders of record of common shares of Compliance must submit director nominations to Compliance prior to any annual or special meeting of shareholders, and sets forth the information that a shareholder must include in the notice to Compliance for an effective nomination to occur. No person will be eligible for election as a director of Compliance unless nominated in accordance with the provisions of the policy.
The deadline for notice to Compliance in the case of an annual meeting of shareholders is not less than 55 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 65 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for any other purposes), the deadline for notice to Compliance is no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
At the annual and special meeting to be held on June 20, 2013, the shareholders of the company will be asked to ratify and confirm the adoption of the policy. The board has determined that the policy is effective, and in full force and effect as of May 16, 2013.
The full text of the policy is available via SEDAR under Compliance's issuer profile or upon request by contacting the president and chief executive officer at 604-689-0489.
We seek Safe Harbor.