Pearl River Announces Adoption of Advance Notice By-Law
11 April 2014 - 6:52AM
Marketwired
Pearl River Announces Adoption of Advance Notice By-Law
LONDON, ONTARIO--(Marketwired - Apr 10, 2014) - Mr. George
Lunick, President and Chief Executive Officer of Pearl River
Holdings Limited (TSX-VENTURE:PRH) ("Pearl River") announced today
that the Board of Directors of Pearl River has approved the
adoption of an advance notice by-law (the "Advance Notice By-law"),
which requires advance notice to Pearl River in circumstances where
nominations of persons for election to the Board are made by
shareholders other than pursuant to a requisition of a meeting made
pursuant to the provisions of the Business Corporations
Act (Alberta) ("ABCA") or a shareholder proposal made pursuant
to the provisions of the ABCA.
Among other things, the Advance Notice By-law fixes a deadline
by which shareholders must submit a notice of director nominations
to Pearl River 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. In the case of an annual general meeting of shareholders,
notice to the Chief Executive Officer of Pearl River must be made
not less than 30 nor more than 65 days prior to the date of the
annual general meeting of shareholders; provided, however, that in
the event that the annual general meeting of shareholders is called
for at a date that is less than 50 days after the date (the "Notice
Date") on which the first public announcement of the date of the
annual meeting was made, notice by the nominating shareholder must
be given not later than the close of business on the tenth (10th)
day following the Notice Date. In the case of a special meeting
(which is not also an annual general meeting) of shareholders
called for the purpose of electing directors (whether or not called
for other purposes), notice to the Chief Executive Officer of Pearl
River must be made not later than the close of business on the
fifteenth (15th) day following the date on which the first public
announcement of the date of the special meeting of shareholders was
made.
The purpose of the Advance Notice By-law is to foster a variety
of interests of the shareholders and Pearl River by ensuring that
all shareholders, including those participating in a meeting by
proxy rather than in person, receive adequate notice of the
nominations to be considered at a meeting and can thereby exercise
their voting rights in an informed manner. In addition, the Advance
Notice By-law is intended to provide a reasonable framework for
shareholders to nominate directors and should assist in
facilitating an orderly and efficient meeting process.
At the next annual general and special meeting of shareholders
of Pearl River to be held on May 9, 2014, the shareholders will be
asked to confirm and ratify the Advance Notice By-law. A copy of
the Advance Notice By-law has been filed under Pearl River's SEDAR
profile at www.sedar.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.
Pearl River Holdings LimitedMr. George LunickPresident and Chief
Executive Officer(519) 679-1200
Pearl River (TSXV:PRH)
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