MONTREAL, May 8, 2014 /CNW Telbec/ - 5N Plus Inc. (TSX:VNP), the leading
producer of specialty metal and chemical products, held its Annual and
Special Meeting of Shareholders yesterday in Montreal, Quebec. A total
of approximately 70,751,651 shares (approximately 84.3% of outstanding
common shares) were represented in person or by proxy at the meeting.
As part of the formal proceedings, the Company's shareholders (the
"Shareholders") ratified the adoption by the Company of an advance
notice bylaw, elected the Board of Directors and approved the
appointment of PricewaterhouseCoopers LLP as auditors of the Company.
The complete voting results from the meeting are as follows:
ELECTION OF DIRECTORS
The Board of Directors fixed at six the number of directors of the
Company to be elected at the meeting. Each of the six nominees listed
in the Management Information Circular was elected as a director of 5N
Plus. All of the nominee directors were already members of the Board of
Directors, with the exception of Ms. Jennie S. Hwang, Ms. Nathalie Le
Prohon and Mr. James T. Fahey who were new nominees. Messrs. Dennis
Wood, John Davis and Jean Bazin did not stand for re-election at the
meeting and we thank them for their dedication and contribution to the
Company throughout the years. Following the meeting, the directors
appointed Mr. Jean-Marie Bourassa as Chairman of the Board of Directors
of the Company in place of Mr. Wood.
Nominee
|
Votes For
|
% For
|
Votes Withheld
|
% Withheld
|
Jennie S. Hwang
|
69,668,286
|
98.70
|
917,165
|
1.30
|
Nathalie Le Prohon
|
69,660,586
|
98.69
|
924,865
|
1.31
|
Jacques L'Écuyer
|
69,688,586
|
98.73
|
896,865
|
1.27
|
Pierre Shoiry
|
68,736,361
|
97.38
|
1,849,090
|
2.62
|
Jean-Marie Bourassa
|
68,742,586
|
97.39
|
1,842,865
|
2.61
|
James T. Fahey
|
69,688,286
|
98.70
|
917,165
|
1.30
|
Ms. Jennie S. Hwang has over 30 years of experience in materials,
electronics, chemicals and coatings through her management and/or
ownership of businesses. She currently serves as the president of
H-Technologies Group, encompassing international business, worldwide
manufacturing services, intellectual property management and global
strategy advisory. Ms. Hwang was Chief Executive Officer of
International Electronic Materials Corporation, a manufacturing company
she founded. Prior to founding these businesses, Ms. Hwang held senior
executive positions with Lockheed Martin Corp., Hanson PLC (SCM Corp.)
and Sherwin-Williams Company. Ms. Hwang holds a Ph.D. in Materials
Science & Engineering and M.S. degrees in liquid crystals and in
chemistry. She has served as National President of the Surface Mount
Technology Association and in various other global leadership positions
and is an international speaker and author of more than 400
publications and several textbooks on leading technologies, advanced
manufacturing and global market thrusts. Ms. Hwang has been elected to
the National Academy of Engineering and International Hall of Fame
(Women in Technology). Ms. Hwang is a board member of Ferro Corporation
(a U.S. NYSE-listed global manufacturer) and Case Western Reserve
University, and serves on the U.S. National Materials and Manufacturing
Board and chairs the Board of Assessment Panels on Army Research
Laboratory of the U.S. Department of Defense. Ms. Hwang formerly served
on the board of Second Bancorp, Inc. and she attained certificates in
corporate governance from Harvard Business School Executive Program and
from Columbia University Corporate Governance programs, and is a guest
contributor to the AGENDA of Financial Times and Corporate Board Member
of NYSE Euronext on corporate governance issues.
Ms. Nathalie Le Prohon is a professional board member with over 30 years
of extensive experience in management and consulting including 20 years
in senior executive positions at IBM in Montreal, Québec City, Toronto
and Paris including her last position as Vice President Strategic
Outsourcing Sales, IBM Global Services. Ms. Le Prohon was President of
Nokia Canada from 2003 and 2004. Since 2007, Ms. Le Prohon is a full
time director for various public and private entities and
not-for-profit organizations. She is currently a director of ACCEO
Solutions, BlackRock Metals and Casavant Frères. Ms. Le Prohon is also
currently Chairman of the Board of Groupe Conseil OSI and Chairman of
the Board of the Québec Breast Cancer Foundation. She was a director of
Bentall Kennedy LP and Hydro-Québec and was a member of the external
audit committee of the Department of National Defence (Canada). She has
a BCOM (Major in MIS) from McGill University, a MBA from Concordia
University and was named Concordia University 'Alumna of the Year' in
2009. She is a member of the Institute of Corporate Directors and has
attained corporate governance certification at McGill University in
2009.
Mr. James T. Fahey has over 20 years of experience in the Electronics
Industry in various roles including scientist, engineering
(manufacturing and product development), marketing and sales and senior
management, including 17 years in senior executive positions with Rohm
and Haas and The Dow Chemical Company. Mr. Fahey is a dynamic leader
with demonstrated strategic and operational strengths across various
functions (Operations, Engineering, Research and Development, Sales and
Marketing, and Business Leadership), and across various businesses
(Microelectronics, Circuit Board Technologies, Optics and Ceramics).
Mr. Fahey successfully directed global teams and supported business
development in Asia, North America & Europe. Mr. Fahey holds a Bachelor
of Science (First Class Honors) from St. Francis Xavier University, a
Masters in Science and a PhD in Chemistry (Area of Research: Polymers
for Microelectronic Applications) from Cornell University. Mr. Fahey is
currently serving on the Semiconductor North American Advisory Board,
was a member of the Board of NEMI (National Electronics Manufacturing
Initiative) and has produced numerous technical publications and
patents in the semiconductor industry related to both materials and
semiconductor processing.
APPOINTMENT OF AUDITORS
PricewaterhouseCoopers LLP, Chartered Professional Accountants, were
reappointed as auditors of 5N Plus until the close of the next annual
general shareholders' meeting, and the directors were authorized to fix
the remuneration of the auditors.
Votes For
|
% For
|
Votes Withheld
|
% Withheld
|
68,980,536
|
97.50
|
1,771,115
|
2.50
|
ADVANCE NOTICE BYLAW
The Shareholders approved, ratified and confirmed the advance notice
bylaw adopted by the Company's Board of Directors on February 25, 2014
(the "By-Law"). The purpose of the By-Law is to provide shareholders,
directors and management of the Company with a clear framework for
nominating directors of the Company. The Company is committed to: (i)
facilitating an orderly and efficient process for its annual general
meetings or, where the need arises, special meetings,; (ii) ensuring
that all shareholders receive adequate notice of the director
nominations and sufficient information regarding all director nominees;
and (iii) allowing shareholders to register an informed vote after
having been afforded reasonable time for appropriate deliberation. The
By-Law is intended to achieve these objectives.
Among other things, the By-Law fixes a deadline by which shareholders
must submit a notice of director nominations to the Company prior to
any annual or special meeting of shareholders where directors are to be
elected and sets forth the information that a shareholder must include
in the notice for it to be valid. No person will be eligible for
election as a director of the Company unless nominated in accordance
with the By-Law.
In the case of an annual meeting of shareholders, notice to the Company
must be given not less than 30 and not more than 65 days prior to the
date of the annual meeting; provided, however, that in the event that
the annual meeting is to be held on a date that is less than 40 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 of shareholders (which is not also an
annual meeting), notice to the Company must be given not 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.
The full text of the By-Law is available under the Company's profile at www.sedar.com or upon request by contacting the Company's Corporate Secretary, Jean
Mayer at (514) 856-0644.
Votes For
|
% For
|
Votes Against
|
% Against
|
61,121,885
|
86.59
|
9,463,566
|
13.41
|
Final voting results on all matters voted on at the meeting held on May
7, 2014 will be published on the Company website at www.5nplus.com under "Investors" and filed under the Company's profile at www.sedar.com.
About 5N Plus Inc.
5N Plus is the leading producer of specialty metal and chemical
products. Fully integrated with closed-loop recycling facilities, the
Company is headquartered in Montreal, Québec, Canada and operates
manufacturing facilities and sales offices in several locations in
Europe, the Americas and Asia. 5N Plus deploys a range of proprietary
and proven technologies to produce products which are used in a number
of advanced pharmaceutical, electronic and industrial
applications. Typical products include purified metals such as bismuth,
gallium, germanium, indium, selenium and tellurium, inorganic chemicals
based on such metals and compound semiconductor wafers. Many of these
are critical precursors and key enablers in markets such as solar,
light-emitting diodes and eco-friendly materials.
Forward-Looking Statements and Disclaimer
This press release may contain forward-looking information within the
meaning of applicable securities laws. All information and statements
other than statements of historical facts contained in this press
release are forward-looking information. Such statements and
information may be identified by words such as "about",
"approximately", "may", "believes", "expects", "will", "intends",
"should", "plans", "predicts", "potential", "projects", "anticipates",
"estimates", "continues" or similar words or the negative thereof or
other comparable terminology. Forward-looking statements are based on
the best estimates available to 5N Plus at this time and involve known
and unknown risks, uncertainties and other factors that may cause
5N Plus' actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. A description
of the risks affecting 5N Plus' business and activities appears under
the heading "Risk and Uncertainties" of 5N Plus' 2013 MD&A dated
February 25, 2014 and note 11 of the unaudited interim condensed
consolidated financial statements for the three-month periods ended
March 31, 2014 and 2013 available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the
forward-looking information in this press release will transpire or
occur, or if any of them do so, what benefits that 5N Plus will derive
therefrom. In particular, no assurance can be given as to the future
financial performance of 5N Plus. The forward-looking information
contained in this press release is made as of the date hereof and
5N Plus undertakes no obligation to publicly update such
forward-looking information to reflect new information, subsequent or
otherwise, unless required by applicable securities laws. The reader is
warned against placing undue reliance on these forward-looking
statements.
SOURCE 5N Plus Inc.