CARLSBAD, CA, June 17, 2014 /CNW/ - Pivot Technology Solutions, Inc.
("Pivot" or the "Company") (TSX-V: PTG), today announced the adoption
of a by-law which will amend the Company's general by-law and which
will introduce an advance notice requirement in connection with
shareholders intending to nominate directors in certain circumstances
(the "By-Law"). Additionally, the Company announced the results of its
Annual and Special Meeting of Shareholders, held today, June 17, 2014.
The Company is pleased to announce that the Company's shareholders
approved all resolutions put to the meeting, which were disclosed in
the Corporation's Management Information Circular dated May 1, 2014 and
put forth for voting at the meeting.
The shareholders approved a special resolution empowering and
authorizing the directors to determine the number of directors of the
Company to be elected from time to time. The following seven nominees
were re-appointed as directors of the Company to hold office until the
close of the next annual meeting of the Company's shareholders: John
Anderson, Warren Barnes, David Beck, Gordon McMillan, Stephen Moore,
John Sculley and Douglas Stuve.
In addition, E&Y LLP, Chartered Accountants, were reappointed as
auditors of the Company. Shareholders also approved and ratified the
Company's incentive stock option plan and restricted share unit plan,
and also ratified the Company's general by-law.
The By-Law sets forth a procedure requiring advance notice to the
Company by any shareholder who intends to nominate any person for
election as director of the Company other than pursuant to (i) a
requisition of a meeting made pursuant to the provisions of the
Business Corporations Act (Ontario) (the "OBCA"), or (ii) a shareholder
proposal made pursuant to the provisions of the OBCA. Among other
things, the By-Law sets a deadline by which such shareholders must
notify the Company in writing of an intention to nominate directors
prior to any meeting of shareholders at which directors are to be
elected and set forth the information that the shareholder must include
in the notice for it to be valid.
The By-Law provides a clear and transparent process for all shareholders
to follow if they intend to nominate directors. In that regard, the
By-Law provides a reasonable time frame for shareholders to notify the
Company of their intention to nominate directors and require
shareholders to disclose information concerning the proposed nominees
that is mandated by applicable securities laws.
In the case of an annual meeting of shareholders, notice to the Company
must be made 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 50 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 made 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 By-Law, which was ratified today at the Company's annual meeting of
shareholders, is effective June 17, 2014.
About Pivot Technology Solutions, Inc.
Together with its portfolio companies and partners, Pivot delivers
solutions that enable organizations to design, build, implement and
maintain computing and communication infrastructure that addresses
their unique business needs. Pivot's approach supports improvement of
business performance, helps organizations reduce capital and operating
expenses, and accelerates the delivery of new products and services to
end-customers. With over 2,000 customers, many of whom are Fortune 1000
companies, Pivot extends its value added solutions to help
organizations of all sizes improve operating efficiency, reduce
complexity and enhance service delivery through virtualization and
cloud computing. Pivot enables businesses to extend their enterprise
through mobility solutions to better connect business partners and
customers. Pivot has offices throughout North America and can be found
online at www.pivotts.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE Pivot Technology Solutions, Inc.
