Cargojet Addresses ISS Recommendations for Annual and Special Meeting of Shareholders 2017
MISSISSAUGA, ON, March 30, 2017 - Cargojet Inc. ("Cargojet" or the "Corporation") (TSX: CJT, CJT.A) acknowledges the voting recommendations of Institutional Shareholder Services ("ISS") in connection with its upcoming annual and special meeting of shareholders scheduled for April 12, 2017, (the “Meeting”) and, in response, Cargojet announces it is making the following changes in connection with matters to be voted on at the Meeting:
- The number of common voting shares or variable voting shares in the capital of the Corporation, or any combination thereof, (collectively, the "Voting Shares") to be reserved under the Corporation’s amended restricted share unit plan (the "RSUP") shall be that number that is equal to 3.2% of the issued and outstanding Voting Shares from time to time, reduced from 4% under the current RSUP.
- The Corporation’s advance notice by-law (the "AVP"), which governs the procedure for shareholders’ nominations of directors, will be amended in order to remove the discretion afforded to the Corporation to reasonably request information related to the independence of a shareholder’s director nominee.
Further, the Corporation provides the following clarification in respect of the audit and non-audit fees paid by the Corporation to its auditors for the financial year ended December 31, 2016, as disclosed in its Annual Information Form dated March 9, 2017, in respect of such financial year, including the amounts paid to Deloitte LLP, the prior auditor of the Corporation, and Pricewaterhouse Coopers LLP, the new auditor of the Corporation appointed following the resignation of Deloitte LLP on August 19, 2016:
The amendments to the RSUP are not expected to impact the Corporation’s compensation practices going forward. The amendments to the AVP and RSUP have been approved by the board of directors of the Corporation and the amended AVP and RSUP will be put forward to shareholders for their approval at the Meeting. Pursuant to the requirements of the Toronto Stock Exchange, and as contemplated in the Corporation’s meeting materials in respect of the Meeting, shareholders will also be asked to approve unallocated entitlements under the updated RSUP and the Corporation’s stock option plan at the Meeting. Shareholders may view a copy of the proposed updated RSUP and AVP at the Corporation’s website (see www.cargojet.com/financials/yearEnd/ye2016.htm).
Cargojet is committed to high standards of corporate governance and accountability and looks forward to engaging with shareholders at the Meeting.
Cargojet is Canada's leading provider of time sensitive overnight air cargo services and carries approximately 1,300,000 pounds of cargo each business night. Cargojet operates its network across North America each business night, utilizing a fleet of 20 all-cargo aircraft. The Corporation operates over 9,000 flight legs yearly and has a team of over 700 dedicated professionals. For more information, please visit: www.cargojet.com.
For further information, please contact:
Executive Vice President Marketing, Public & Government Relations
Tel: (905) 501 7373
Notice on Forward Looking Statements:
Certain statements contained herein constitute "forward-looking statements". Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as "plans," "intends," "anticipates," "should," "estimates," "expects," "believes," "indicates," "targeting," "suggests" and similar expressions. These forward-looking statements are based on current expectations and entail various risks and uncertainties. Reference should be made to the issuer's most recent Annual Information Form filed with the Canadian securities regulators, and its most recent Annual Consolidated Financial Statements and Quarterly Financial Statements and Notes thereto and related Management's Discussion and Analysis (MD&A), for a summary of major risks. Actual results may materially differ from expectations, if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. The issuer assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event the issuer does update any forward-looking statement, no inference should be made that the issuer will make additional updates with respect to that statement, related matters, or any other forward-looking statement.