TORONTO, June 15,
2023 /CNW/ -- Thomson Reuters (TSX/NYSE: TRI) today
announced the voting results for the election of the company's
Board of Directors and for its proposed return of capital
transaction at its annual and special meeting of shareholders held
virtually yesterday.
All 14 nominees were elected to the Thomson Reuters Board of
Directors, and each director elected will continue to hold office
until Thomson Reuters' next annual meeting of shareholders, or
until the director resigns or a successor is elected or appointed.
The voting results for directors were as follows:
Nominee
|
Votes
For
|
% Votes
For
|
Votes
Withheld
|
% Votes
Withheld
|
David
Thomson
|
421,385,084
|
98.03 %
|
8,451,576
|
1.97 %
|
Steve Hasker
|
428,662,097
|
99.73 %
|
1,174,562
|
0.27 %
|
Kirk E.
Arnold
|
428,225,758
|
99.63 %
|
1,610,901
|
0.37 %
|
David W.
Binet
|
413,521,465
|
96.20 %
|
16,315,195
|
3.80 %
|
W. Edmund Clark,
C.M.
|
415,604,216
|
96.69 %
|
14,232,444
|
3.31 %
|
LaVerne
Council
|
429,495,797
|
99.92 %
|
340,862
|
0.08 %
|
Michael E.
Daniels
|
423,270,471
|
98.47 %
|
6,566,188
|
1.53 %
|
Kirk
Koenigsbauer
|
429,322,449
|
99.88 %
|
514,210
|
0.12 %
|
Deanna
Oppenheimer
|
426,869,824
|
99.31 %
|
2,966,835
|
0.69 %
|
Simon Paris
|
428,399,133
|
99.67 %
|
1,437,527
|
0.33 %
|
Kim M.
Rivera
|
429,516,474
|
99.93 %
|
320,185
|
0.07 %
|
Barry
Salzberg
|
428,309,771
|
99.64 %
|
1,526,888
|
0.36 %
|
Peter J.
Thomson
|
418,038,740
|
97.26 %
|
11,797,920
|
2.74 %
|
Beth Wilson
|
429,355,590
|
99.89 %
|
481,069
|
0.11 %
|
Further, shareholders approved a plan of arrangement to
implement the company's proposed return of capital transaction. A
final report on voting results will be filed by the company with
the Canadian securities regulatory authorities and furnished to the
U.S. Securities and Exchange Commission. The return of capital
transaction consists of a distribution of US$4.67 in cash per common share (approximately
US$2.2 billion in the aggregate) and
a consolidation of the company's outstanding common shares (or
reverse stock split) on a basis that is proportional to the cash
distribution.
For the other items of business at the annual and special
meeting, shareholders re-appointed PricewaterhouseCoopers LLP as
the company's auditor and approved an advisory resolution on
executive compensation. A final report on voting results has been
filed with the Canadian securities regulatory authorities and
furnished to the U.S. Securities and Exchange Commission.
Timeline/Next Steps
- The plan of arrangement for the return of capital transaction
is subject to final approval by the Ontario Superior Court of
Justice (Commercial List) as well as the Toronto Stock Exchange
(TSX) and New York Stock Exchange (NYSE). The Court hearing for a
final order to approve the plan of arrangement is scheduled to take
place on June 16, 2023.
- If those final approvals are received:
-
- Thomson Reuters will determine the share consolidation ratio
after 4:00 p.m. (Toronto
time) on June 22, 2023 and issue a
news release later that day with applicable information for
shareholders;
- The plan of arrangement will become effective at 3:01 a.m. (Toronto time) on June
23, 2023 and the post-consolidation shares are expected to
begin trading on the TSX and NYSE under a new CUSIP when markets
open that day;
- As promptly as practicable after the transaction is effective,
the company's depositary for the transaction (Computershare
Investor Services Inc.) will deliver cash distribution amounts to
registered participating shareholders, subject to the terms and
conditions of the transaction. The effects of the share
consolidation will be reflected in the company's share register.
Beneficial or non-registered shareholders participating in the
transaction will receive cash distributions from their bank, broker
or other intermediary and the effects of the share consolidation
will be recorded in their accounts; and
- Eligible shareholders who duly exercised their right to opt out
of the transaction will not receive the cash distribution and will
continue to hold the same number of shares that they held prior to
the effective time of the transaction. Opt-out deadlines passed
earlier this week.
Further details of the proposed return of capital transaction
are described in the company's 2023 management proxy circular and
related materials, which are available on www.thomsonreuters.com in
the "Investor relations" section. The return of capital documents
were previously filed with the Canadian securities regulatory
authorities on SEDAR and are available at www.sedar.com. The
documents were also furnished to the U.S. Securities and Exchange
Commission through EDGAR and are available at www.sec.gov.
Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI)
informs the way forward by bringing together the trusted content
and technology that people and organizations need to make the right
decisions. The company serves professionals across legal, tax,
accounting, compliance, government, and media. Its products combine
highly specialized software and insights to empower professionals
with the data, intelligence, and solutions needed to make informed
decisions, and to help institutions in their pursuit of justice,
truth, and transparency. Reuters, part of Thomson Reuters, is the
world's leading provider of trusted journalism and news. For more
information, visit tr.com.
CONTACTS
|
|
|
MEDIA
Andrew Green
Senior Director of
Corporate Affairs
+1 347 659
4857
andrew.green@tr.com
|
INVESTORS
Gary Bisbee
Head of Investor
Relations
+1 646 540
3249
gary.bisbee@tr.com
|
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SOURCE Thomson Reuters