TSX notice on director elections includes guidance on how issuers should disclose voting results

July 11, 2013

As we discussed in our corresponding post, the TSX yesterday issued a Staff Notice providing new guidance on director election requirements.

Of particular interest, the notice set out the TSX's expectations with respect to the requirement (newly implemented this year) that a news release be issued "disclosing the detailed results of the vote for the election of directors." To clarify their expectations, TSX staff have stated that such a news release should include (i) the percentages of votes received "for" and "withheld" for each director; (ii) the total votes cast by proxy and ballot, together with the number that each director received "for"; or (iii) the percentages and total number of votes received "for" each director.

Where no formal count occurred (such as a vote by a show of hands), the TSX expects the disclosure to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.

For more information, see TSX Staff Notice 2013-0002. For more information regarding applications for a waiver for inter-listed issuers and other related matters, see Quentin Markin's corresponding post on the subject.

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