Theralase Technologies Inc (CVE:TLT) said on Tuesday it has adopted bylaw No. 3 to establish a framework for the advance notice of nominations of directors by shareholders of Theralase.
The purpose of the advance notice requirement is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and sufficient information with respect to all nominees to enable them to exercise their voting rights in an informed manner. In addition, the advance notice requirement should assist in facilitating an orderly and efficient meeting process.
Among other things, the advance notice requirement fixes a deadline by which shareholders must notify Theralase of nominations of persons for election to the board and sets forth the information that a shareholder must include in the notice for it to be valid.
In the case of an annual meeting of shareholders, notice to Theralase must be made not less than 30 days prior to the date of the annual meeting; provided however, that if 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 made not later than the close of business on the 10th day following such public announcement. In the case of a special meeting of shareholders (which is not also an annual meeting), notice to Theralase must be made no later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made; however, in certain cases where notice and access are used for the delivery of proxy-related materials for an annual or special meeting, notice must be made not less than 40 days prior to the date of the meeting. The board may, in its discretion, waive any requirement of the advance notice requirement.
Bylaw No. 3 is effective immediately but is subject to shareholder confirmation at the next annual meeting of shareholders.
Theralase shares were up 3.6% at C$0.28 on Tuesday.