Sierra Wireless Announces Results of Annual Shareholders’ Meeting and Appointment of New Directors
23 May 2020 - 11:52AM
Business Wire
Sierra Wireless, Inc. (NASDAQ: SWIR) (TSX: SW) (“Sierra
Wireless” or the “Company”) is pleased to announce the results from
its annual general and special meeting of shareholders
(“Shareholders”) held on May 21, 2020, (the “Meeting”) and the
appointment of three new independent directors to the Board of
Directors of the Company (the “Board”).
Results of the Meeting
All of the nine nominees proposed by management for election to
the Board at the Meeting and listed in the Company’s Management
Information Circular dated April 20, 2020, (the “Circular”) were
elected to the Board. The directors will remain in office until the
next annual meeting of Shareholders, or until their successors are
elected or appointed.
The results of the vote on the election of directors are as
follows:
Director
Votes in Favour
Votes Withheld
Number of Votes
Percentage (%)
Number of Votes
Percentage (%)
Gregory D. Aasen
16,516,793
95.88%
710,445
4.12
Robin A. Abrams
16,566,046
96.16%
661,192
3.84
Russell N. Jones
16,731,536
97.12%
495,702
2.88
Lori M. O’Neill
16,754,240
97.25%
472,998
2.75
Thomas Sieber
16,762,256
97.30%
464,982
2.70
Kent P. Thexton
16,623,928
96.50%
603,310
3.50
Gregory L. Waters
16,766,993
97.33%
460,244
2.67
James R. Anderson
16,764,978
97.32%
462,260
2.68
Karima Bawa
16,746,586
97.21%
480,651
2.79
The other items of business at the Meeting were to (i) appoint
Ernst & Young LLP, Chartered Professional Accountants, as
auditors of the Company for the ensuing year and to authorize the
directors to fix the remuneration of the auditors; (ii) approve
certain amendments to the Company’s Amended and Restated 1997 Stock
Option Plan and to approve all unallocated entitlements thereunder;
(iii) approve certain amendments to the Company’s 2011 Treasury
Based Restricted Share Unit Plan; (iv) approve an advisory
resolution to accept the Company’s approach to executive
compensation; (v) approve an amendment to, and the restatement of,
the Company’s Amended and Restated By-Law No. 1; and (vi) authorize
the Company to amend its articles to increase the maximum number of
directors of the Company from nine to twelve.
By resolution passed by way of a show of hands, Ernst &
Young LLP, Chartered Professional Accountants, were appointed as
auditors of the Company for the ensuing year. Proxies received as
of the proxy cut-off time on May 19, 2020 with respect to the
reappointment of Ernst & Young LLP, Chartered Professional
Accountants were voted as follows:
Votes For
% Votes For
Votes Withheld
% Votes Withheld
26,295,855
99.34%
175,432
0.66%
By resolution passed by way of ballot, the Shareholders approved
certain amendments to and all of the unallocated options, rights
and entitlements under the Company’s Amended and Restated 1997
Stock Option Plan (the “Option Plan”), as more particularly
described in the Company’s Management Information Circular dated
April 20, 2020 (the “Circular”), as follows:
Votes For
% Votes For
Votes Against
% Votes Against
12,586,014
73.06%
4,641,224
26.94%
By resolution passed by way of ballot, the Shareholders approved
certain amendments to the Company’s 2011 Treasury Based Restricted
Share Unit Plan (the “Treasury RSU Plan”), as more particularly
described in the Circular, as follows:
Votes For
% Votes For
Votes Against
% Votes Against
12,630,650
73.32%
4,596,587
26.68%
By resolution passed by way of ballot, the Shareholders approved
a non-binding resolution approving the compensation of the
Company’s named executive officers, as follows:
Votes For
% Votes For
Votes Against
% Votes Against
12,727,726
73.88%
4,499,510
26.12%
By resolution passed by way of a show of hands, the Shareholders
approved the amendment to, and restatement of, the Company’s
Amended and Restated By-Law No. 1 (“By-Law No. 1”), as more
particularly described in the Circular. Proxies received as of the
proxy cut-off time on May 19, 2020 with respect to the Amendment
and Restatement of By-Law No. 1 were voted as follows:
Votes For
% Votes For
Votes Against
% Votes Against
16,761,781
97.30%
465,026
2.70%
By resolution passed by way of a show of hands, the Shareholders
approved a special resolution authorizing the Company to apply for
a certificate of amendment under the CBCA to amend its Articles to
increase the maximum number of directors of the Company from nine
to twelve (the “Board Expansion Resolution”), as more particularly
described in the Circular. Proxies received as of the proxy cut-off
time on May 19, 2020 with respect to the amendment of the Articles
were voted as follows:
Votes For
% Votes For
Votes Against
% Votes Against
16,678,338
96.82%
548,468
3.18%
No other business was voted upon at the Meeting.
Appointment of New Directors
Further to the Company’s previous press releases dated April 16,
2020 and May 6, 2020, the Company is pleased to announce the
appointment of Thomas K. Linton, Martin Mc Court and Mark
Twaalfhoven to the Board following the approval of the Board
Expansion Resolution at the Meeting.
About Sierra Wireless
Sierra Wireless (NASDAQ: SWIR) (TSX: SW) is the leading IoT
solutions provider that combines devices, network services and
software to unlock value in the connected economy. Companies
globally are adopting IoT to improve operational efficiency, create
better customer experiences, improve their business models and
create new revenue streams. Whether it is an integrated solution to
help a business securely connect edge devices to the cloud, or a
software/API service to help manage processes associated with
billions of connected assets, or a platform to extract real-time
data to make the best business decisions, Sierra Wireless will work
with you to develop the right industry-specific solution for your
next IoT endeavor. Sierra Wireless has more than 1,300 employees
globally and operates R&D centers in North America, Europe and
Asia. For more information, visit www.sierrawireless.com.
Connect with Sierra Wireless on the IoT Blog at
http://www.sierrawireless.com/iot-blog, on Twitter at
@SierraWireless, on LinkedIn at
http://www.linkedin.com/company/sierra-wireless and on YouTube at
http://www.youtube.com/SierraWireless.
“Sierra Wireless” is a registered trademark of Sierra Wireless.
Other product or service names mentioned herein may be the
trademarks of their respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20200522005475/en/
Media Contact: Kim Homeniuk +1 (604) 233-8028
khomeniuk@sierrawireless.com
Investor Contact: David Climie +1 (604) 231-1137
dclimie@sierrawireless.com
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