MONTREAL, June 30,
2022 /CNW Telbec/ - Carebook Technologies Inc.
("Carebook" or the "Company") (TSXV: CRBK) (OTCPK:
CRBKF) (XETR: PMM1), a leading Canadian provider of innovative
digital health solutions, today announced the voting results from
the Annual General and Special Meeting of its Shareholders held
virtually in Montreal, Quebec
("Meeting") on Wednesday, June 29,
2022, and an amendment to its stock option plan (as amended
and restated, the "Stock Option Plan").
Election of Directors
Each director nominee listed in the Management Information
Circular dated May 18, 2022
("Circular") was elected as Director of the Corporation at
the Meeting. Shareholders present in person or represented by proxy
at the Meeting voted as follows:
Director
Nominee
|
Outcome
|
Votes
For
|
% For
|
Votes
Withheld
|
%
Withheld
|
Dr. Sheldon
Elman
|
Elected
|
49,483,123
|
95.758
|
2,191,981
|
4.242
|
Stuart Elman
|
Elected
|
51,432,504
|
99.531
|
242,600
|
0.469
|
Josh Blair
|
Elected
|
51,669,504
|
99.989
|
5,600
|
0.011
|
Anne-Marie
Boucher
|
Elected
|
51,660,054
|
99.971
|
15,050
|
0.029
|
Philippe
Couillard
|
Elected
|
51,669,454
|
99.989
|
5,650
|
0.011
|
Alasdair
Younie
|
Elected
|
51,659,454
|
99.970
|
15,650
|
0.030
|
Appointment of external Auditors
MNP LLP were appointed as external auditors of the Corporation
for the next year by a majority of the votes cast by the
shareholders present or represented by proxy. Shareholders present
in person or represented by proxy at the Meeting voted as
follows:
Outcome
|
Votes
For
|
% For
|
Votes
Withheld
|
%
Withheld
|
Adopted
|
51,669,504
|
99.989
|
5,600
|
0.011
|
Confirmation of the Company's By-Laws
At the Meeting, shareholders were asked to consider, and if
thought fit, to pass an ordinary resolution (the full text of which
is attached as Schedule C to the Circular) to approve and confirm
(1) the By-Law No. 2021-1 with respect to the transaction of the
business and affairs of the Company, (2) a Forum Selection By-Law,
and (3) an Advance Notice By-Law (the full text of which is
attached as Schedule B to the Circular) as the by-laws of the
Company. At the Meeting, such resolution was adopted without
modification by a simple majority of the votes of shareholders
represented at the Meeting. Shareholders present in person or
represented by proxy at the Meeting voted as follows:
Outcome
|
Votes
For
|
% For
|
Votes
Withheld
|
%
Withheld
|
Adopted
|
49,253,223
|
95.313
|
2,421,881
|
4,687
|
Adoption of Amended and Restated Stock Option Plan
The board of directors of the Company approved on May 18, 2022, the amendment and restatement of
the company stock option plan (as amended and restated, the
"Stock Option Plan") (the full text of which is attached as
Schedule D to the Circular) to (i) align the Stock Option Plan with
the revised policies of the TSX on security based compensation
plans, effective as of November 24,
2021, and (ii) increase the maximum number of common shares
of the Company that may be issued pursuant to the exercise of
options under the Stock Option Plan from 6,237,779 to 13,995,424,
subject to receipt of approval of the TSX Venture Exchange
("TSX-V") and shareholder approval. At the Meeting,
shareholders were asked to consider, and if thought fit, to pass an
ordinary resolution (the full text of which is attached as Schedule
E to the Circular) to approve the Stock Option Plan. Such
resolution was adopted without modification by a simple majority of
the votes of disinterested Shareholders represented at the Meeting,
in accordance with the rules and policies of the TSX-V as more
particularly described in the Circular. Disinterested shareholders
present in person or represented by proxy at the Meeting voted as
follows:
Outcome
|
Votes
For(1)
|
% For
|
Votes
Withheld
|
%
Withheld
|
Adopted
|
24,781,319
|
91.057
|
2,433,956
|
8.943
|
(1)
|
Pursuant to the
policies of the TSX-V, the resolution to adopt the Amended and
Restated Stock Option Plan was subject to the approval of
disinterested shareholders. Consequently, such resolution was
approved by a majority of the votes cast by all shareholders
present in person or by proxy at the Meeting excluding a total of
24,459,829 votes attached to common shares of the Company
beneficially owned by insiders (as defined in the policies of the
TSX-V) to whom stock options may be granted under the Stock Option
Plan or any associate (as defined in the policies of the TSX-V) of
such person. For the purpose of the vote at the Meeting, all of the
directors and officers of the Company, and their respective
associates, were considered to be insiders, such that they and
their associates did not vote on the resolution.
|
The implementation of the Amended and Restated Stock Option Plan
remains subject to final approval from the TSX-V.
About Carebook Technologies
Carebook's digital health platform empowers its clients and more
than 3.5 million members to take control of their health journey.
During 2021, the Company completed the acquisitions of InfoTech
Inc., a global leader in health and productivity risk management,
and CoreHealth Technologies Inc., owner of an industry-leading
wellness platform. In combination, these companies create a
comprehensive digital health platform that includes both assessment
tools and the technology to deliver complementary solutions.
Carebook's shares trade on the TSXV under the symbol "CRBK," on the
OTC Markets under the symbol "CRBKF," and on the Frankfurt Stock
Exchange under the symbol "PMM1."
www.carebook.com
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Notice regarding forward-looking statements:
This release includes forward-looking information within the
meaning of Canadian securities laws regarding Carebook, its
subsidiaries and their business. Often, but not always,
forward-looking information can be identified by the use of words
such as "plans", "is expected", "expects", "scheduled", "intends",
"contemplates", "anticipates", "believes", "proposes" or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are based on the current expectations of the management of Carebook
and are based on assumptions and subject to risks and
uncertainties. Although the management of Carebook believes that
the assumptions underlying these statements are reasonable, they
may prove to be incorrect. The forward-looking events and
circumstances discussed in this release may not occur by certain
specified dates or at all and could differ materially as a result
of known and unknown risk factors and uncertainties affecting the
Company, including the risk factors identified in the Company's
management's discussion and analysis for the year ended
December 31, 2021 and described under
the heading "Item 21 – Risk Factors" in the Listing Application of
the Company dated September 28, 2020,
each of which can be found on SEDAR under the Company's profile
at www.sedar.com. Although Carebook has attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on any forward-looking statements or information. No
forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only
as of the date on which they are made and Carebook does not
undertake any obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
SOURCE Carebook Technologies Inc.