Martinrea International Inc. Announces Shareholder Meeting and Adopts Advance Notice By-Law
April 21 2014 - 4:01PM
Marketwired
Martinrea International Inc. Announces Shareholder Meeting and
Adopts Advance Notice By-Law
TORONTO, ONTARIO--(Marketwired - Apr 21, 2014) - Martinrea
International Inc. (TSX:MRE) ("Martinrea" or the "Corporation") is
pleased to announce that it will hold an annual general and special
meeting (the "Meeting") on June 19, 2014. The record date for the
Meeting will be May 8, 2014.
Martinrea further announces the adoption by its Board of
Directors of By-law No. 2 of the Corporation (the "Advance Notice
By-law"), a by-law establishing a framework for advance notice of
nominations of directors by shareholders of Martinrea. The Advance
Notice By-Law provisions are well accepted governance standards to
ensure all shareholders are treated fairly and receive timely
information. In addition to being adopted by an overwhelming number
of Canadian public companies, advance notice by-laws are supported
by leading independent proxy advisory firms, Institutional
Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass
Lewis") who, among other services, provide proxy voting
recommendations to their clients including pension funds,
investment managers, mutual funds and other institutional
shareholders. ISS and Glass Lewis support additional efforts by
companies to ensure full disclosure of a dissident shareholder's
economic and voting position and to provide shareholders with the
necessary information to review any proposed director nominees
within a timely manner.
Among other things, the Advance Notice By-law fixes a deadline
by which shareholders must submit a notice of director nominations
to Martinrea 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.
Specifically, the Advance Notice By-law requires advance notice to
the Corporation in circumstances where nominations of persons for
election as a director of Martinrea are made by shareholders other
than pursuant to (i) a requisition of a meeting made pursuant to
the provisions of the Business Corporations Act (Ontario)
(the "OBCA") or (ii) a shareholder proposal made in accordance with
the provisions of the OBCA.
In the case of an annual meeting of shareholders, notice to the
Corporation must be given not less than 30 nor more than 65 days
prior to the date of the annual meeting. 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 given not later than
the close of business on the tenth day following the notice
date.
In the case of a special meeting of shareholders (which is not
also an annual meeting), notice to the Corporation must be given
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
meeting was made.
The Advance Notice By-law is effective immediately. In
accordance with the OBCA, Shareholders of Martinrea will be asked
to ratify and confirm the Advance Notice By-law at the
Corporation's upcoming Meeting. The Advance Notice By-law will
apply to the nomination of directors at the Meeting. Pursuant to
the terms of the Advance Notice By-law, the deadline for notice of
director nominations for the Meeting is May 20, 2014.
The full text of the Advance Notice By-law has been filed under
Martinrea's profile at www.sedar.com, and posted on Martinrea's
website at www.martinrea.ca.
About Martinrea International Inc.
Martinrea International Inc. (TSX:MRE) is a leader in the
production of quality steel and aluminum metal parts, assemblies
and modules and fluid management systems focused primarily on the
automotive sector. Operating 38 plants in North America, South
America, Europe and Asia, the Company is a Tier One supplier,
serving vehicle manufacturers, automotive suppliers and other
industrial sectors worldwide. For more information visit our
website at http://www.martinrea.com/.
Rob WildeboerExecutive ChairmanMartinrea International Inc.(416)
749-0314(289) 982-3001
Martinrea (TSX:MRE)
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