TORONTO, April 7,
2022 /CNW/ - CIBC (TSX: CM) (NYSE: CM)
announced today that (i) the nominees listed in its Management
Proxy Circular dated February 17,
2022 were elected as Directors of CIBC, and (ii) CIBC
shareholders approved the special resolution to effect a
two-for-one share split of CIBC's issued and outstanding common
shares (the "Share Split"). Further details regarding the
implementation of the Share Split are set out below.
Detailed results of the vote for the election of directors held
earlier today at CIBC's Annual and Special Meeting of Shareholders
are below.
On a vote by ballot, each of the following 14 nominees proposed
by management was elected as a Director of CIBC:
Nominees
|
VOTES
FOR
|
VOTES
WITHHELD
|
Ammar
Aljoundi
|
213,813,989
|
99.52%
|
1,021,506
|
0.48%
|
Charles J.G.
Brindamour
|
213,922,850
|
99.58%
|
912,645
|
0.42%
|
Nanci E.
Caldwell
|
205,325,230
|
95.57%
|
9,510,265
|
4.43%
|
Michelle L.
Collins
|
213,806,198
|
99.52%
|
1,029,297
|
0.48%
|
Luc
Desjardins
|
210,280,153
|
97.88%
|
4,555,342
|
2.12%
|
Victor G.
Dodig
|
213,612,610
|
99.43%
|
1,222,885
|
0.57%
|
Kevin J.
Kelly
|
213,965,876
|
99.60%
|
869,619
|
0.40%
|
Christine E.
Larsen
|
214,064,259
|
99.64%
|
771,236
|
0.36%
|
Nicholas D. Le
Pan
|
204,855,870
|
95.35%
|
9,979,625
|
4.65%
|
Mary Lou
Maher
|
213,258,292
|
99.27%
|
1,577,203
|
0.73%
|
Jane L.
Peverett
|
201,642,950
|
93.86%
|
13,192,545
|
6.14%
|
Katharine B.
Stevenson
|
212,345,575
|
98.84%
|
2,489,920
|
1.16%
|
Martine
Turcotte
|
212,277,811
|
98.81%
|
2,557,684
|
1.19%
|
Barry L.
Zubrow
|
212,126,300
|
98.74%
|
2,709,195
|
1.26%
|
Final voting results on all matters voted on at the Annual and
Special Meeting will be available shortly at
https://www.cibc.com/en/about-cibc/investor-relations/annual-meeting.html
and will be filed with Canadian and U.S. securities regulators.
Share Split
Following shareholder approval, CIBC's by-laws will be amended
to give effect to the Share Split provided the Board does not
exercise its discretion to revoke the special resolution before
May 5, 2022, without further approval
from or notice to shareholders. CIBC believes the Share Split
may enhance liquidity in CIBC common shares and its business by
bringing the trading price of the common shares into a more
accessible range for investors.
CIBC shareholders of record as of the close of business on
May 6, 2022 (the "Record Date") will
receive on May 13, 2022 (the "Payment
Date") one additional common share for each common share held. As
at the close of markets on April 6,
2022, CIBC had 451,287,937 common shares issued and
outstanding. Adjusting for the Share Split, as of April 6, 2022, there would have been 902,575,874
common shares issued and outstanding.
The Share Split will not change the rights of holders of CIBC
common shares and will not change a shareholder's proportionate
ownership in CIBC. CIBC's dividend declared February 25, 2022 for the quarter ending
April 30, 2022 will not be affected
by the Share Split but all future dividends declared by CIBC will
reflect the Share Split. The floor price for
CIBC's outstanding Non-Viability Contingent Capital (NVCC)
instruments, including NVCC preferred shares, NVCC subordinated
debentures and NVCC limited recourse capital notes (the "NVCC
Instruments") will be adjusted from $5.00 to $2.50 to
account for the Share Split in accordance with the terms and
conditions of the NVCC Instruments.
The Toronto Stock Exchange and the New York Stock Exchange have
determined that CIBC common shares will trade on a due bill basis
from Thursday, May 5, 2022 (being one
trading day prior to the Record Date) to the Payment Date (i.e.,
Friday, May 13, 2022), inclusive (the
"due bill period"). A due bill is an entitlement attached to listed
securities undergoing a material corporate action, which includes
the Share Split. In this instance, the entitlement is an additional
CIBC common share issuable as a result of the Share Split. Any
trades that are executed during the due bill period will be flagged
to ensure purchasers receive the entitlement. Ex-distribution
trading in CIBC common shares on a split-adjusted basis will
commence on Monday, May 16, 2022, as
of which date purchases of CIBC common shares will no longer have
the attaching entitlement. The due bill redemption date will be
Tuesday, May 17, 2022.
Shareholders do not need to take any action. CIBC will use the
direct registration system ("DRS") to electronically register the
additional CIBC common shares issued pursuant to the Share Split,
rather than issuing physical share certificates. On the Payment
Date, TSX Trust Company ("TSX Trust"), CIBC's transfer agent, will
send out DRS advice statements to registered shareholders
indicating the number of additional CIBC common shares that they
are receiving as a result of the Share Split. This will allow CIBC
shareholders to hold their additional CIBC common shares in
book-entry form without having a physical share certificate issued.
Currently outstanding physical share certificates representing CIBC
common shares will continue to be effective. They should be
retained by registered shareholders and should not be forwarded to
CIBC or TSX Trust. In addition, TSX Trust will electronically
issue the appropriate number of CIBC common shares to CDS Clearing
and Depositary Services Inc. and The Depository Trust Company for
distribution to non-registered (beneficial) shareholders of CIBC.
Non-registered (beneficial) shareholders of CIBC who hold their
common shares in an account with their investment dealer or other
intermediary will have their accounts automatically updated to
reflect the Share Split in accordance with the applicable brokerage
account providers' usual procedures.
The Share Split is not expected to result in taxable income or
in any gain or loss to shareholders for Canadian federal income tax
purposes. CIBC shareholders are advised to consult with their own
tax advisors for further information. The Share Split will not
dilute shareholders' equity. All share and per share data for
future periods will reflect the Share Split. CIBC's share-based
compensation plans as well as CIBC's normal course issuer bid will
be adjusted to reflect the Share Split.
Further details of the Share Split are contained in CIBC's
Management Proxy Circular dated February 17,
2022, which is available on CIBC's Annual Meeting webpage on
the Investor Relations website at www.cibc.com and has been
filed under CIBC's profile on SEDAR at www.sedar.com and EDGAR
at www.sec.gov/edgar.shtml.
A NOTE ABOUT FORWARD-LOOKING STATEMENTS: From time to
time, we make written or oral forward-looking statements within the
meaning of certain securities laws, including in this press
release, in other filings with Canadian securities regulators or
the U.S. Securities and Exchange Commission and in other
communications. These statements include, but are not limited to,
statements in this press release about the Share Split, including
the Record Date, the Payment Date, the due bill trading dates, the
ex-distribution date, the due bill redemption date and the Canadian
federal income tax consequences of the Share Split and statements
about our financial condition, priorities, targets, ongoing
objectives, strategies and outlook. Forward-looking statements are
subject to inherent risks and uncertainties that may be general or
specific. A variety of factors, many of which are beyond our
control, could cause actual results to differ materially from the
expectations expressed in any of our forward-looking statements,
including general business and economic conditions worldwide;
amendments to, and interpretations of, risk-based capital
guidelines; and changes in monetary and economic policy. We
do not undertake to update any forward-looking statement except as
required by law.
About CIBC
CIBC is a leading North American financial institution with 11
million personal banking, business, public sector and institutional
clients. Across Personal and Business Banking, Commercial Banking
and Wealth Management, and Capital Markets businesses, CIBC offers
a full range of advice, solutions and services through its leading
digital banking network, and locations across Canada with
offices in the United States and around the world.
Ongoing news releases and more information about CIBC can be found
at https://cibc.mediaroom.com/.
SOURCE CIBC