Friday, May 22, 2015 2:19:20 PM
"TORONTO, ON–(Marketwired – March 20, 2015) – Titan Medical Inc. (TSX: TMD) (OTCQX: TITXF) (“TMD” or the “Company”) announced today that it has adopted an amendment to its by-laws, similar to by-law amendments and policies recently adopted by a number of other Canadian public companies, requiring advance notice to the Company for nominations of directors by shareholders other than through a requisitioned meeting or shareholder proposal pursuant to applicable corporate laws.
The by-law amendment is not intended to discourage director nominations. Rather it is intended to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to exercise their voting rights in an informed manner by allowing them to receive sufficient information with respect to all director nominees and reasonable time for appropriate consideration.
The by-law amendment provides shareholders, directors and management of the Company with a clear framework for nominating directors in an orderly and fair manner. The by-law amendment fixes a deadline by which holders of record of common shares of the Company 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 the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 40 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement."
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