Press release from CNW Group
Legumex Walker Inc. Announces Adoption of Advance Notice By-Law
Friday, April 26, 2013
Legumex Walker Inc. Announces Adoption of Advance Notice By-Law07:00 EDT Friday, April 26, 2013
WINNIPEG, April 26, 2013 /CNW/ - Legumex Walker Inc. ("LWI" or the "Company") (LWP: TSX) today announced that its board of directors (the "Board") has adopted 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").
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 Canada Business Corporations Act (the "CBCA"), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA. 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 is effective immediately and will be placed before shareholders for ratification at the upcoming annual meeting of shareholders of the Company (the "Meeting") on June 19, 2013.
The By-Law is in effect until it is confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the By-Law is confirmed at the Meeting, it will continue in effect in the form in which they were so confirmed.
SOURCE: Legumex Walker Inc.
For further information:
INVESTOR & MEDIA RELATIONS:
Investor Relations - Legumex Walker
(416) 815-0700 ext. 257