Update on meeting. These discussions are focused on raising financing for the Company and the Board of Directors is evaluating financing options. Depending on the outcome of these discussions and the evaluation, certain directors of Titanium may remove their names for re-election and the Board of Directors may choose to nominate alternative directors for election. While the Board of Directors will endeavor to hold the shareholder meeting as soon as possible, and well in advance of the December 31 deadline, these discussions and the evaluation are ongoing and will take more time.
Looks like a group of shareholders is looking to replace the board and inject some cash into the company. Whatever happens, I hope that the smaller shareholders won't get screwed over in the deal.
This isn't a total surprise based upon the last annual meeting results (https://titaniumcorporation.com/site/assets/files/5673/voting_results_amg_june_25-_2020.pdf) show very low votes for the following directors:
* Scott Nelson (President and CEO) 52.8% for 47.2% witheld
* David MacDonald (Chairman) 59.6% for 40.4% witheld
* John W. Stevens (Director and member of executive committee) 61.4% for 38.6% witheld
The other three directors (Bruce Griffin, Moss Kadey and Brant Sangster) all had > 97% support.
From the proxy statement:
Except as disclosed below, to the knowledge of the directors and officers of the Company, no person or company beneficially owns, directly or indirectly, or controls or directs, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company. The officers and directors of the Company together beneficially own, directly or indirectly, or exercise control or direction over, Shares carrying approximately 23.5% of the votes attached to the Shares.
Based on publicly available information as of April 28, 2021, Mr. Moss Kadey beneficially owns, or controls or directs, directly or indirectly, 11,619,167 Shares representing approximately 13.1% of the outstanding Shares.
So if we consider that officers and driectors control 23.5% of the shares, and assuming that these shares were voted in favour of the board's nominees, we can figure out how much support these directors had from the regular shareholders (i.e., shareholders who are not officers and directors):
- Nelson: 52.8% 46.5MM shares for 41.5MM shares witheld (52.8% for / 47.2% witheld)
- MacDonald: 59.6% 52.4MM shares for 35.6MM shares witheld (59.6% for / 40.4% witheld)
- Stevens: 54.0MM shares for 34.0MM shares witheld (61.4% for / 38.6% witheld)
If we subract out the 23.5% of shares held by officers and directors assuming they were voted in favour of these nominees, the counts of shares in favour of these durectirs wikd be reduced by about 26.7MM shares and the results would be:
- Nelson: 25.8MM shares for 41.5MM shares witheld (38.3% for / 61.7% witheld)
- MacDonald: 31.8MM shares for 35.6MM shares witheld (47.2% for / 52.8% witheld)
- Stevens: 33.4MM shares for 34.0MM shares witheld (49.5% for / 50.5% witheld)
So basically these folks were not supported by more than 50% of the regular shareholders. It is possible that some of the officers and directors did not vote for the board nominees, but I think that this would be unusual.
Also, since there is no sharholder holding more than 10% of shares, it means that there is a group of non-controlling shareholders who is looking to shake things up. I have some theories, but it would be irresponsible to talk about them.
Regardless, there clearly dissatisfaction last year, and a large percentage of the regular share holders did not support three of the directors. This disatisfaction has increased, and as a result, these three directors , may be the "certain directors" who "may remove their names for reelection". If the shareholder group is going to bring significant new capital into the company they will want more control over the direction of the company to protect their investment. I hope that whatever the outcome is, the smaller shareholders won't get screwed over too badly.