Let’s Plan Your Annual Meeting Together

Questions to Consider Before Planning Your Meeting

  • Do you intend to utilize Notice & Access for your proxy mailing?
  • Do you plan to offer securityholders an electronic viewing option for your meeting materials?
  • Do you know which securityholders require the mailing of your Annual Financial statements and related MD&A?
  • Will you meet the required regulatory timelines in advance of your record date?
  • Do you want Marrelli Trust Company Limited to execute your NOBO mailing or will Broadridge do this on your behalf?
  • Are you concerned about having a contentious securityholder meeting?

Record Date

The record date should be set at least 35 days before the meeting provided. If utilizing Notice & Access, the set the record date no less than 40 days before the meeting.

National Instrument 54-101 specifies a record date “shall be no fewer than 30 and no more than 60 days before the meeting date for Non Notice & Access mailings and no fewer than 40 and no more than 65 days before the meeting date for Notice & Access mailings (refer to NI 54-101, section 2.1 (b) and Section 2.7.8).

The record date should be set at least five days earlier than the minimum requirement. Once your dates are set, you must advise the Securities Regulatory Authority, relevant Stock Exchanges, and Depositories of your record date, Meeting Date and meeting type through a SEDAR filing.

Marrelli Trust Company Limited will prepare your Notice of Meeting and record dates and distribute it to the appropriate authorities. Please let us know if you wish for us to file on SEDAR on your behalf.

Please provide these details to Marrelli Trust Company Limited four weeks before your record date.

 

Search Cards

You are required by regulation to initiate a material search and distribute search cards to intermediaries for your mailing requirements to beneficial securityholders.

  • Distribute search cards to intermediaries at least 20 days before the record date [Section 2.3 NI 54-101]
  • Provide the undertaking form to Marrelli Trust Company Limited 20 days before the record date [NI 54-101 F9]
  • Request Participant Listing from CDS at least 25 days before the record date [Section 2.3 NI 54-101]

 

Notice To CDS  For Publication

Marrelli Trust Company Limited will arrange publication of your Meeting Date notice in the Globe and Mail and La Presse (when applicable) via the Canadian Depositary for Securities (CDS) on your behalf as required by regulations. Regulatory Requirement [Section 5.2 NI-54-101; Section 134 CBCA; Reg. 43.3]: 7 days before your record date your Meeting Date must be published via CDS or in a national newspaper.  Your ad will appear in the Globe and Mail on Monday and/or La Presse on Tuesday provided it is filed before the close of business on the preceding Tuesday.

 

Non-Objecting Beneficial Owners (NOBOs)

National Instrument 54-101 provides Issuers with the option to mail meeting materials directly to Non-Objecting Beneficial Owners (NOBOs). NOBOs are beneficial owners who have indicated that the Issuer can know who they are.

Beneficial securityholders have the option of being an Objecting Beneficial Owner (OBO) which means that their contact and ownership information must remain private. Beneficial securityholders are investors who hold their securities through an Intermediary. The Intermediary typically holds the securities through a depository. Therefore, the name of the beneficial securityholder does not appear on the share register.

National Instrument 54-101 allows an Issuer to mail material directly to their NOBO securityholders, by requesting record date securityholder information from the Intermediaries following the process set out in National Instrument 54-101.

Marrelli Trust Company Limited requests NOBO securityholder information on your behalf and manages the tabulation of any votes received.

Arrival of Materials

  • Regulations require setting of a Record Date with a minimum of 30 and a maximum of 60 days before Meeting Date (see note 2)
  • MTCL requires printed materials at least 2 business days (and no later than 24 hours) prior to Mailing Date.
  • Broadridge Canada requires receipt material at least 3 business days prior to Mailing Date
  • Broadridge US requires receipt of material at least 5 business days prior to Mailing Date.

      For Notice and Access

  • A Voting Instruction Form or Notice and the Proxy must be included in the proxy package.
  • Holders must have the ability to request a full proxy package at no charge to them, for one year.
  • Any requests for materials received before the meeting date must be fulfilled within three business days. Fulfillment must be completed within ten calendar days for requests after the meeting date.
  • Proxy materials must be posted on SEDAR and a non-SEDAR site for one year from the date of the mailing.

Please speak to your legal counsel to determine your specific requirements.

Mailing Date

  • Regulatory deadline requires at least 21 days plus 4 business days before Meeting Date to send materials to beneficial holders (NI 54-101, section 2.12)
  • If utilizing Notice & Access, the material must be distributed at least 30 days before the meeting date, and material sent to intermediaries must be sent at least 33 or 34 days before the meeting date, depending on the mailing method to be used (NI 54-101 sections 2.9 and 2.12)

Proxy Voting Cut-Off Time

Best practices suggest setting your proxy cut-off time 48 hours before the meeting

Having a proxy cut-off of 48 hours before the meeting allows time to:

  • Incorporate Broadridge data feeds into the final results
  • Conduct final tabulation audits
  • Generate reports
  • Prepare final voting lists and databases required for the meeting registration

Meeting Date

  • Regulations require setting of a Meeting Date with a minimum of 30 and a maximum of 60 days after Record Date. Please verify your company’s requirements based on incorporation and/or special by-law provisions (see note 2)

Scrutineering Services

Marrelli Trust Company Limited offers Scrutineering Services to ensure that your meeting runs smoothly and that voting integrity is maintained. We also finalize the tabulation onsite and ensure your final results are ready for presentation. If ballots are required, our Scrutineer will objectively oversee the counting of the vote and ensure that the proxy voting rules are followed. Once the tabulation is complete, we provide you with the final tabulations on resolutions voted upon by proxy and at the Meeting.

 

What Type Of Meeting Are You Holding?

  • Annual General Meeting
  • Annual and Special Meeting
  • Extraordinary

Form 54-101 F9 – Undertaking
Proxy Set-Up Form
Meeting Calculator for Planning
 

Important 

Note 1: Calculation Rules – If the calculated date falls on a Saturday, Sunday or Holiday, the business day prior to the calculated date would apply.

Note 2: Applicable rules and regulations references:

  • The Business Corporations Act (Alberta) allows a maximum of 50 days (Part 11 section 133(2))
  • The Business Corporations Act (BC) allows a maximum of 60 days (Part 5 section 171(2))
  • National Instrument 54-101 Section 2.20 Abridging Time
  • Companion Policy 54-101CP Section 3.1 Timing for Notice of Meeting and Record Dates and Intermediary Searches

Note 3: For TSX (Toronto Stock Exchange) companies, the year-end financial statements must be filed within 90 days of the fiscal year and mailed to holders 10 calendar days after the filing deadline. For TSX Venture companies, the year-end financial statements must be filed and distributed to holders within 120 days of the fiscal year and mailed to holders 10 calendar days after the filing deadline. (National Instrument 51-102 Continuous Disclosure Obligations)

Note 4:  It is crucial to ensure you comply with specific incorporation requirements:

  • CBCA Incorporated Issuers – Meetings must be held no later than fifteen months after holding the last preceding annual meeting and no later than six months after the end of the corporation’s preceding financial year.
  • Provincially Incorporated Issuers – Please speak to your legal counsel about your timelines

Note 5:  The first time a reporting issuer distributes material using Notice & Access, the option to abridge this timeline in section 2.20(a.1) is not available, as described in NI 54-101 section 2.7.2

Note 6:  At least 25 days before record date, advise all depositories, securities, and regulatory authorities and listing exchanges of (When utilizing Notice & Access, the notification of meeting and record date must be filed on SEDAR at least 40 days before the record date.):

  • The name of the reporting issuer and CUSIP/ISIN Number
  • The date fixed for the meeting
  • The record date for notice
  • The record date for voting
  • The beneficial ownership determination date
  • The classes or series of securities that entitle the holder to receive notice of the meeting
  • The classes or series of securities that allow the holder to vote at the meeting
  • Whether the meeting is a special meeting
  • Whether the reporting issuer is sending proxy-related materials to registered holders or beneficial owners using Notice and Access as well as the types of registered securityholders or beneficial owners who will receive paper copies of the information
  • Circular or other proxy related materials
  • Whether the Marrelli Trust Company Limited or Broadridge is sending the proxy related materials directly to NOBOs or if you wish to pay Broadridge to send the proxy related materials to OBOS.