HNL, change of auditor, plus TORONTO, June 1, 2020 /CNW/ - Horizon North Logistics Inc. ("Horizon North" or the "Corporation") (TSX: HNL.TO) announced today that at the request of the Corporation, its former auditor, KPMG LLP ("Former Auditor"), has resigned effective June 1, 2020 and PricewaterhouseCoopers LLP ("Successor Auditor") has been appointed as the successor auditor, effective the same day until the Corporation's next annual meeting of shareholders to be held on July 10, 2020 (the "Meeting"). The resignation of the Former Auditor and appointment of the Successor Auditor have been considered and approved by the Corporation's Board of Directors (the "Board").
In accordance with 51-102 – Continuous Disclosure Obligations ("NI 51-102"), the Notice of Change of Auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Board and filed under Horizon North's profile on SEDAR at www.sedar.com. There were no reportable events, including disagreements, consultations or unresolved issues, within the meaning of NI 51-102.
Adoption of Amended and Restated By-Laws
Concurrently, Horizon North announced the adoption by its Board effective June 1, 2020 of the amended and restated by-laws of the Corporation (the "Amended and Restated By-Laws"). The Amended and Restated By-Laws were approved to reflect recent developments and shareholder expectations as to good corporate governance. The updates provide the Chair of Board with a casting vote in the event of an equality of votes on any matters to be decided on by the Board and include advance notice provisions ("Advance Notice Provisions") setting out a framework for the advance notice of nomination of directors by shareholders of Horizon North. Among other things, the Advance Notice Provisions fix deadlines by which shareholders must submit a notice of director nominations to Horizon North prior to any annual or special meeting of shareholders where directors are to be elected and set out the information that a shareholder must include in the notice in order for it to be valid.
The Advance Notice Provisions provide a clear process for shareholders to follow for director nominations and set out a reasonable time frame for the submissions of nominees and the accompanying information. The Advance Notice Provisions are similar to advance notice by-laws adopted by other Canadian public companies and will help to ensure that all shareholders receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their votes in an informed manner.
In the case of an annual meeting of shareholders (including an annual and special meeting), notice to the Corporation must be given not less than 30 or more than 50 days prior to the date of the annual meeting. In the event that the annual meeting (or annual and special meeting as the case may be) is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement. Accordingly, for the upcoming Meeting, notices of nomination from shareholders will be deemed timely if received on or prior to June 4, 2020.
The Amended and Restated By-Laws, including the Advance Notice Provisions, are effective immediately and will be submitted to shareholders for confirmation and ratification at the Meeting. The provisions of the Amended and Restated Bylaws are subject to the terms of the Investor Rights Agreement entered into on May 29, 2020 among the Corporation and 9477179 Canada Inc. and any affiliate thereof that, from time to time becomes a shareholder of the Corporation, in connection with the Dexterra transaction. The Investor Rights Agreement, a copy of which is available under the Corporation's profile on SEDAR at www.sedar.com, sets out certain governance matters related to the Corporation, including board nomination rights in respect of 9477179 Canada Inc.