FirstService Announces Election of Directors and Approval of Transaction to Settle Long-Term Incentive Arrangement and Eliminate Dual Class Voting Structure
FirstService Corporation (TSX:FSV.TO) (NASDAQ:FSV) ("FirstService") announced that at its annual and special meeting of shareholders, held in Toronto today, the eight director nominees listed in FirstService's management information circular dated March 25, 2019 (the "Circular") were elected as directors of FirstService. Directors have been elected to serve until the close of the next annual meeting of shareholders. The detailed results of the vote are set out below.
Nominee Votes For % Votes For Votes Withheld % Votes Withheld Brendan Calder 50,811,389 99.41% 303,254 0.59% Bernard I. Ghert 50,858,102 99.50% 256,541 0.50% Jay S. Hennick 50,205,199 98.22% 909,444 1.78% D. Scott Patterson 50,733,504 99.25% 381,139 0.75% Frederick F. Reichheld 50,813,576 99.41% 301,067 0.59% Joan Eloise Sproul 50,869,610 99.52% 245,033 0.48% Michael Stein 49,699,329 97.23% 1,415,314 2.77% Erin J. Wallace 50,814,971 99.41% 299,672 0.59%
* As a vote was taken by a show of hands, the number of votes disclosed reflects those proxies received by management in advance of the meeting.
In addition, at the meeting, holders of FirstService's Subordinate Voting Shares approved the previously announced transaction (the "Transaction") to settle the Restated Management Services Agreement, including the long-term incentive arrangement, between FirstService, Jay S. Hennick and Jayset Management FSV Inc. and to eliminate FirstService's dual class share structure. The Transaction was approved by 99.23% of the 23,774,307 votes cast by the disinterested holders of FirstService's Subordinate Voting Shares, voting separately as a class. The Transaction is subject to customary closing conditions, and is expected to be completed on or about May 10, 2019. The Transaction remains subject to the risk factors set forth in the Circular.
FirstService shareholders also approved the appointment of PricewaterhouseCoopers LLP as the auditor of FirstService for the ensuing year, and, subject to and following completion of the Transaction, an amendment to FirstService's articles to eliminate the Multiple Voting Shares and the "blank cheque" preference shares as part of the authorized capital of FirstService and to re-designate its Subordinate Voting Shares as "common shares".
About FirstService Corporation
FirstService Corporation is a North American leader in the property services sector, serving its customers through two industry-leading service platforms: FirstService Residential, North America's largest manager of residential communities; and FirstService Brands, one of North America's largest providers of essential property services delivered through individually branded franchise systems and company-owned operations.
FirstService generates approximately US$2 billion in annual revenues and has more than 20,000 employees across North America. With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders. The Subordinate Voting Shares of FirstService trade on the NASDAQ and the Toronto Stock Exchange under the symbol "FSV".
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D. Scott Patterson
President & Chief Executive Officer
Chief Financial Officer