MONTREAL, QUEBEC–(Marketwired – Jan. 11, 2018) – Goodfood Market Corp. (“Goodfood” or the “Company”) (TSX:FOOD), held its annual meeting of shareholders in Montreal at the offices of Fasken Martineau DuMoulin LLP.
1. Election of Directors
All of the nominees for director listed in the Company’s Management Proxy Circular dated November 28, 2017 were elected by a majority of shareholders. The voting results for each nominee are as follows:
|Nominees||Votes for||Votes withheld|
|Jonathan Ferrari||33,496,019 (99.997%)||1,000 (0.003%)|
|Neil Cuggy||33,496,019 (99.997%)||1,000 (0.003%)|
|Hamnett Hill||33,496,019 (99.997%)||1,000 (0.003%)|
|Guy LeBlanc||33,496,019 (99.997%)||1,000 (0.003%)|
|Donald Olds||33,496,019 (99.997%)||1,000 (0.003%)|
2. Appointment of Auditors
KPMG LLP were appointed as auditors of the Company for Fiscal 2018. The voting results are as follows:
|Result||Votes for||Votes withheld|
|Carried||33,718,694 (100%)||25 (0%)|
3. Ratification, Confirmation and Approval of the By-Laws of the Company
The new general by-laws of the Company (the “General By-laws”), were approved and confirmed as the general by-laws of the Company in replacement of the previous By-law No. 1. The General By-laws contained advance notice provisions requiring that shareholders provide notice for director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected (the “Advance Notice Provisions”).
The Advance Notice Provisions ensure that (i) all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) that annual or special meetings of shareholders of the Company proceed in an orderly and efficient manner. The Advance Notice Provisions fix the deadlines by which shareholders must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a timely written notice to the Company for any director nominee to be eligible for election at such annual or special meeting of shareholders.
Pursuant to the Advance Notice Provisions of the General By-laws, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Canada Business Corporations Act must provide timely written notice in proper form to the Corporate Secretary of the Company. To be timely, a shareholder’s notice must be received (i) in the case of an annual meeting of shareholders, not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders 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 by the shareholder may be received not later than the close of business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the Board, not 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. The Advance Notice Provisions also prescribes the proper written form for a shareholder’s notice. The Board may, in its sole discretion, waive any requirement under these provisions.
The voting results are as follows:
|Result||Votes for||Votes against|
|Carried||33,094,009 (98.797%)||403,010 (1.203%)|
4. Amendments to the Articles to Relocate Company’s Registered Office to Québec
The proposed amendments to the articles of the Company to relocate the registered office to Québec were also approved. The voting results are as follows:
|Result||Votes for||Votes against|
|Carried||33,492,019 (99.985%)||5,000 (0.015%)|
The resolutions voting on at the meeting are described in more detail in Goodfood’s Management Information Circular, dated November 28, 2017, which was mailed to shareholders of Goodfood and is available on SEDAR at www.sedar.com. The full report of voting results has been filed on SEDAR at www.sedar.com.
Goodfood is Canada’s leading meal kit company, delivering fresh ingredients that make it easy for subscribers to prepare delicious meals at home every week. Goodfood’s objective is to take the hassle out of cooking, leaving subscribers with the fun part – cooking, sharing with family and eating. Subscribers select their favorite recipes from a variety of original dishes online. The Company prepares a personalized box of fresh ingredients and delivers it to the subscriber’s doorstep with easy step-by-step instructions. Headquartered in Montréal, Canada, Goodfood had 45,000 active subscribers as of November 30, 2017. www.makegoodfood.ca
Chief Executive Officer