TSX rules say starting in 2013 if a company uses For/Withhold voting instead of For/Against for the Board, then the company has to publish the voting results. If anyone got less than a majority of For votes vs total votes cast, then the company has to explain why they are keeping that director.
Bioniche published the voting results on Sedar. A total of 38 million shares were voted out of 104 million. This seems low. Experience in other companies with actual proxy battles (or hard feelings) have about 60% of shares voted for somebody.
My assumption was the voting would work out as follows: McRae (8m) + Wells/Gubitz (7m) + Employees and their retirement plan shares (10m) = 25m shares FOR all the resolutions and directors nominated. Remember, Wells is contractually required to support the company's direction, per the Settlement Agreement.
Here is what actually happened:
- Bastien: 34m for; 4m withheld
- Berendt: 26m for; 12m withheld
- Budd: 25m for; 14m withheld
- Fortin: 32m for; 6m withheld
- Gubitz: 25m for; 13m withheld
- Rae: 25m for; 14m withheld
- Auditors: 18m for; 11m withheld
- Increase shares for Employee Retirement Fund: 25m for; 13m against
- Advance Notice Bylaw: 18.6m for; 20.5m against
You can also find a summary of the terms of Berendt's employment agreement on Sedar. Both this and the voting results are called "other documents".