CVTECH's second-biggest shareholder calls for postponement of annual and special meeting - Proxy voting process tainted by errors and malfunctions Français
MONTREAL, May 28, 2012 /CNW Telbec/ - Gestion G. Aubert Ltée, the second largest shareholder in CVTech Group Inc. (TSX:CVT) and dissident shareholder, has called on CVTech to postpone its annual general and special meeting, currently scheduled for May 30, 2012, as a result of errors and malfunctions in the online proxy voting process.
It has come to light in recent days that a key service provider has been unable to process numerous proxies in the prescribed way. As a result, a number of votes have been wrongly cast, while some shareholders may have been unable to vote their proxies at all.
While the electronic voting system has been online since May 16, 2012, the service provider was only advised of the issue on Wednesday morning, May 23, 2012. This problem, which lasted for 7 of the 14 days of the active proxy solicitation period, was resolved on Wednesday afternoon. Another similar malfunction recurred on Saturday, May 26, and was resolved several hours later.
The service provider has since attempted to contact all shareholders affected by these malfunctions inviting them to re-cast their votes so as to validate their intentions. However, as of the proxy vote deadline, which falls today, it has not been able to contact all those affected.
Gestion G. Aubert Ltée., which beneficially owns 13.8% of CVTech's outstanding shares, has nominated seven new directors to CVTech's board with the aim of rejuvenating the company. Mr. Aubert is one of the nominees.
The problem affected shareholders who sought to cast their vote online using the BLUE proxy form in support of a new slate of directors proposed by Gestion G. Aubert Ltée when they were only given the option to vote in support of the management slate of directors. CVTech's refusal to postpone the meeting in order to allow for all shareholders to exercise their vote correctly shows the Company's utter contempt for their rights.
"It appears that a number of shareholders are disenfranchised and have been deprived of their most basic right to elect a board of their choice. Basic respect for the nature of the corporate democracy dictates that CVTech postpone the annual meeting to allow all shareholders to vote their conscience" said Mr. Aubert.
In Henry v. Krispy Kreme Doughnuts Inc., a decision of the Ontario Superior Court of Justice from 2009, Justice Newbould confirmed that "one of the fundamental rights of a shareholder is to vote on all matters properly coming before shareholders" and went on to say that "the right of a shareholder to vote does not depend upon whether his or her vote will carry the day."
The seven nominees, if elected, intend to take decisive action to improve CVTech. All seven nominees have been senior executives and bring diverse expertise that would provide strong support for the new strategic direction of CVTech.
A resolution proposing the new slate of directors is due to be considered at the annual general and special meeting.
For more information, please go to: www.changecvtech.com.
Media contacts:
Quebec:
Guy Hurd
Director, Media Relations -- Renmark Financial Communcations
514 939 3989 x1224
Other:
Bernard Simon
Vice-President - Kingsdale Communications Inc.
416 867 2304
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