MISSISSAUGA, ON, March 30, 2017 /CNW/ - Cargojet Inc.
("Cargojet" or the "Corporation") (TSX: CJT, CJT.A) acknowledges the voting recommendations of Institutional Shareholder Services
("ISS") in connection with its upcoming annual and special meeting of shareholders scheduled for April 12,
2017, (the "Meeting") and, in response, Cargojet announces it is making the following changes in connection with matters
to be voted on at the Meeting:
- The number of common voting shares or variable voting shares in the capital of the Corporation, or any combination thereof,
(collectively, the "Voting Shares") to be reserved under the Corporation's amended restricted share unit plan (the "RSUP")
shall be that number that is equal to 3.2% of the issued and outstanding Voting Shares from time to time, reduced from 4%
under the current RSUP.
- The Corporation's advance notice by-law (the "AVP"), which governs the procedure for shareholders' nominations of
directors, will be amended in order to remove the discretion afforded to the Corporation to reasonably request information
related to the independence of a shareholder's director nominee.
Further, the Corporation provides the following clarification in respect of the audit and non-audit fees paid by the
Corporation to its auditors for the financial year ended December 31, 2016, as disclosed in its
Annual Information Form dated March 9, 2017, in respect of such financial year, including the
amounts paid to Deloitte LLP, the prior auditor of the Corporation, and Pricewaterhouse Coopers LLP, the new auditor of the
Corporation appointed following the resignation of Deloitte LLP on August 19, 2016:
|
|
Pricewaterhouse
Coopers LLP
|
|
Deloitte LLP
|
|
Total
|
Audit Fees
|
$
|
210,000
|
$
|
52,321
|
$
|
262,321
|
Tax-Related Fees - Tax Returns Preparation
|
$
|
-
|
$
|
44,138
|
$
|
44,138
|
Tax-Related Fees - Advisory Services
|
$
|
-
|
$
|
4,013
|
$
|
4,013
|
Other Fees - Debenture Issuance
|
$
|
-
|
$
|
96,300
|
$
|
96,300
|
Other Fees - Review of Internal Controls
|
$
|
-
|
$
|
127,519
|
$
|
127,519
|
Other Fees - Advisory Services
|
$
|
19,950
|
$
|
-
|
$
|
19,950
|
Total External Fees
|
$
|
229,950
|
$
|
324,290
|
$
|
554,240
|
The amendments to the RSUP are not expected to impact the Corporation's compensation practices going forward. The amendments
to the AVP and RSUP have been approved by the board of directors of the Corporation and the amended AVP and RSUP will be put
forward to shareholders for their approval at the Meeting. Pursuant to the requirements of the Toronto Stock Exchange, and as
contemplated in the Corporation's meeting materials in respect of the Meeting, shareholders will also be asked to approve
unallocated entitlements under the updated RSUP and the Corporation's stock option plan at the Meeting. Shareholders may
view a copy of the proposed updated RSUP and AVP at the Corporation's website (see www.cargojet.com/financials/yearEnd/ye2016.htm).
Cargojet is committed to high standards of corporate governance and accountability and looks forward to engaging with
shareholders at the Meeting.
Cargojet is Canada's leading provider of time sensitive overnight air cargo services and
carries approximately 1,300,000 pounds of cargo each business night. Cargojet operates its network across North America each business night, utilizing a fleet of 20 all-cargo aircraft. The Corporation operates over
9,000 flight legs yearly and has a team of over 700 dedicated professionals. For more information, please visit: www.cargojet.com.
Notice on Forward Looking Statements
Certain statements contained herein constitute "forward-looking statements". Forward-looking statements look into the future
and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements include
statements relating to the approval of the amended AVP and RSUP and, further, may include words such as "plans," "intends,"
"anticipates," "should," "estimates," "expects," "believes," "indicates," "targeting," "suggests" and similar expressions. These
forward-looking statements are based on current expectations and entail various risks and uncertainties. Reference should be made
to the issuer's most recent Annual Information Form filed with the Canadian securities regulators, and its most recent Annual
Consolidated Financial Statements and Quarterly Financial Statements and Notes thereto and related Management's Discussion and
Analysis (MD&A), for a summary of major risks. Actual results may materially differ from expectations, if known and unknown
risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. The issuer assumes no obligation
to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason,
other than as required by applicable securities laws. In the event the issuer does update any forward-looking statement, no
inference should be made that the issuer will make additional updates with respect to that statement, related matters, or any
other forward-looking statement.
SOURCE Cargojet Inc.
To view the original version on PR Newswire, visit: http://www.newswire.ca/en/releases/archive/March2017/30/c5559.html