TITAN MEDICAL INC (OTCMKTS:TITXF) said that it agreed to an amendment to its by-laws that are similar to by-law amendments recently accepted by several other Canadian public firms, requiring advance notice for nominations of directors by company’s shareholders other than through a shareholder proposal or requested meeting as per the applicable corporate laws.
Titan Medical said that the by-law amendment is not meant to dampen director nominations. It is planned to encourage efficient and orderly meetings during which shareholders will be permitted to exercise their voting rights by enabling them to obtain sufficient information. They can make an informed decision when they are well informed with director nominees and have reasonable time to make decision. It is an effective and well-planned way to elect the directors.
Titan Medical said that the by-law regulation offers directors, management shareholders of the Company with a comprehensible and transparent framework for naming directors in an orderly manner. It decides a deadline by which bearers of record of company’s common shares must provide director nominations prior to any special or annual meeting of shareholders. It should establish the information that a shareholder must provide in the notice to the Company. The notice should be in proper format in order for any nominee to be eligible for election at any special or annual meeting of shareholders.
Titan Medical said that in event of neither an annual meeting the notice must be given not less than thirty nor more than sixty-five days prior to the fixed date of the annual meeting. However, it is applicable in the case that the meeting is to be organized on a date that is less than forty days after the date when the first public announcement of the annual meeting was done. The new amendment is effective from March 20.