VAUGHAN,
ON, April 29, 2022 /CNW/ - Recipe Unlimited
Corporation ("Recipe" or the "Company") announces today that in
order to focus on his run for election in the upcoming provincial
election, Mark Saunders has resigned
from the Board of Directors (the "Board") and has withdrawn his
name as a nominee for director at the Company's upcoming Annual and
Special Meeting of Shareholders (the "Meeting").
Paul Rivett, Chair of the Board,
commented: "We would like to thank Mark for his contribution to
Recipe and the Board of Directors and wish him well in all of his
future endeavours."
Currently, the Company's articles and by-laws state that the
Board shall have a minimum of eight and a maximum of nine
directors. Given Mr. Saunders' resignation, there are
currently seven nominees proposed for election to the Board at the
Meeting, as further described in the Company's management
information circular dated April 1,
2022 (the "Circular"). These remaining nominees are
Kim Baird, Christy Clark, Stephen
K. Gunn, Frank Hennessey,
Christopher D. Hodgson, Sean Regan and Paul
Rivett. Management will not be replacing Mr. Saunders
with a new nominee for election to the Board. Rather, a special
resolution (the "Articles Amendment Resolution") will be tabled at
the Meeting to amend the Company's articles and by-laws to provide
for a minimum of three and a maximum of ten directors, to set the
current number of directors at seven with the remaining nominees
standing for election at the Meeting and to grant the Board with
the discretion to fix the number of directors between the minimum
and maximum in the future.
Management of the Company recommends that shareholders vote
FOR the approval of the Articles Amendment Resolution at the
Meeting. As a special resolution, the Articles Amendment Resolution
will be approved if a quorum is present at the Meeting and the
votes cast in favour of the proposal constitute at least two-thirds
(66 2/3%) of the total votes cast. The Company has been
advised by the holders of its multiple voting shares that they
intend to vote in favour of the Articles Amendment Resolution.
The Company has filed an amendment to the Circular to reflect
the foregoing. Except as described above, the Circular remains
unchanged from the version that was mailed to shareholders of the
Company and filed on SEDAR. Shareholders are urged to read the
Circular, as amended, for additional details relating to the
Meeting and voting procedures.
Meeting Details
The Meeting will be held on Monday, May
9, 2022 at 3:00 p.m.
(Toronto time) in a virtual only
format. Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the meeting online
at https://web.lumiagm.com/252568173. Non-registered shareholders
(being shareholders who hold their shares through a broker,
investment dealer, bank, trust company, custodian, nominee or other
intermediary) who have not duly appointed themselves as proxyholder
will not be able to vote at the meeting but will be able to attend
the meeting as guests.
As set out in the form of proxy and the Circular, duly appointed
proxyholders have discretionary authority to vote for and on behalf
of the shareholder in respect of amendments or variations to
matters identified in the Company's notice of meeting and Circular
or other matters that may properly come before the Meeting or any
adjournment or postponement thereof, unless prohibited by law. If a
registered shareholder has already deposited a form of proxy and
appointed as proxyholders the management nominees set out in the
form of proxy, those proxies will be voted by the management
nominees FOR the Articles Amendment Resolution.
Accordingly, Recipe shareholders who have already deposited forms
of proxy or voting instruction forms, as applicable, are not
required to take any further action unless such shareholders wish
to appoint a different proxyholder, revise their prior voting
instructions and/or revoke their proxy in accordance with the
instructions set out in the Circular.
If you are not sure whether you are a registered shareholder or
a non-registered shareholder or, for additional information
regarding submissions of forms of proxy and voting instruction
forms before the meeting, voting deadline, revocation of proxies
and other general proxy matters, please see the Circular or contact
your intermediary and/or our transfer agent, Computershare Trust
Company of Canada, at:
Phone: 1-800-564-6253 (toll-free in Canada and the
United States)
514-982-7555 (from
outside Canada and the United States)
Fax: 1-888-453-0330 (toll-free in Canada and the
United States)
514-982-7635 (from
outside Canada and the United States)
Mail: 100 University Avenue, 8th
Floor, Toronto, ON M5J 2Y1
E-mail: Service@Computershare.com
Disclaimer for Forward Looking
Information
Certain statements in this press release may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information can be
identified by terms such as "may", "will", "should", "expect",
"plan", "anticipate", "believe", "intend", "continue" or other
similar expressions concerning matters that are not historical
facts.
Forward-looking information contained in this press release is
based on our current expectations which we believe are reasonable
as of the current date. You should not place undue importance on
forward-looking information and should not rely upon this
information as of any other date. While we may elect to, we are
under no obligation and do not undertake to update this information
at any particular time except as required by applicable securities
laws.
About Recipe
Founded in 1883, Recipe Unlimited Corporation is Canada's largest full-service restaurant
company. The Company franchises and/or operates some of the most
recognized brands in the country including Swiss Chalet, Harvey's,
St-Hubert, The Keg, Montana's, Kelsey's, East Side Mario's, New
York Fries, Fionn MacCool's, Bier Markt, The Landing Group of
Restaurants, Original Joe's, State & Main, Elephant &
Castle, The Burger's Priest, The Pickle Barrel, Marigolds &
Onions, Blanco Cantina, AƱejo, Fresh
and Ultimate Kitchens.
Recipe's iconic brands have established the organization as a
nationally recognized franchisor of choice. As at December 26, 2021, Recipe had 21 brands and 1,261
restaurants, 83% of which are operated by franchisees and joint
venture partners, operating in several countries including
Canada, USA, Saudi
Arabia, India and the UAE.
Recipe's shares trade on the Toronto Stock Exchange under the
ticker symbol RECP. More information about the Company is available
at www.recipeunlimited.com.
SOURCE Recipe Unlimited Corp.