TORONTO–(BUSINESS WIRE)–Jack Nathan Medical Corp. (TSXV: “JNH”; OTCQB: “JNHMF”) (the “Company”) is pleased to announce that all of the matters presented for approval at its annual and special meeting of shareholders of the Company (the “AGM”) held on Friday, December 23, 2022 were approved. The AGM was originally called for December 2, 2022, but was adjourned until December 23, 2022 (see the Company’s press release dated December 2, 2022).
All of the nominees listed in the Company’s management information circular dated November 2, 2022 forwarded to shareholders in respect of the AGM (the “Circular”) were elected at the AGM as directors of the Company, to hold office until the close of the next annual meeting of shareholders of the Company or until their successors are duly elected or appointed. The detailed results of the vote at the AGM on the election of directors are set out below:
|
|
||
|
Name |
% Votes For |
% Votes Withheld |
|
Michael Marchelleta |
97.8% |
2.2% |
|
Neil J. Labatte |
97.8% |
2.2% |
|
Anthony DeCristofaro |
97.8% |
2.2% |
|
Blake D. Lyon |
97.8% |
2.2% |
|
Glenn Copeland |
98.0% |
2.0% |
Shareholders of the Company also passed at the AGM the following resolutions:
(a) the resolution reappointing MNP LLP as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company, and authorizing the board of directors of the Company to fix the auditors’ remuneration and the terms of their engagement (99.2% of the votes cast at the AGM were in favour of the resolution and 0.8% of the votes cast at the AGM were withheld from voting on the resolution);
(b) the resolution (i) approving a certain amendment to the Company’s Omnibus Equity Incentive Plan (the “Plan”), as such amendment is described in the Circular, and (ii) approving the Plan as amended by such amendment, as required pursuant to the rules of the TSX Venture Exchange (94.6% of the votes cast at the AGM were in favour of the resolution and 5.4% of the votes cast at the AGM were against the resolution);
(c) the resolution approving the grant of certain restricted stock units of the Company (“RSUs”) pursuant to the Plan, as described in the Circular and below (94.5% of the votes cast at the AGM were in favour of the resolution (all such votes were “disinterested” as per the rules of the TSX Venture Exchange) and 5.5% of the votes cast at the AGM were against the resolution); and
(d) the resolution confirming the making of a by-law of the Company providing advance notice requirements for the nomination of directors of the Company, as described in the Circular (98.0% of the votes cast at the AGM were in favour of the resolution and 2.0% of the votes cast at the AGM were against the resolution).
As referred to above, at the AGM shareholders approved the grant by the Company to the Company’s Chief Executive Officer as of the “date of grant” (such date of grant being the next business day following such shareholders’ approval, which business day is today) the following RSUs pursuant to the terms of the Plan: (i) 2,250,000 RSUs, such RSUs vesting 12 months from such date of grant and subject to the terms and conditions of the Plan; and (ii) 2,500,000 RSUs, with the vesting of such RSUs tied to certain performance achievements over the next three years from the grant date.
Such approval also included shareholder approval for the grant by the Company to the Company’s Chief Operating Officer as of the “date of grant” (such date of grant being the next business day following such shareholder approval, which business day is today) a total of 750,000 RSUs pursuant to the terms of the Plan, with the vesting of 250,000 of the RSUs to be the same as the vesting condition set out in item (i) above, and the vesting of 500,000 of the RSUs to be the same as the vesting condition set out in item (ii) above.
About Jack Nathan Medical Corp.
Jack Nathan Medical Corp., operating as Jack Nathan Health®, is one of Canada’s largest healthcare networks. Jack Nathan Health® is an innovative healthcare company that is improving access for millions of patients by co-locating physician and ancillary medical services conveniently located inside Walmart® stores.
Jack Nathan Health® provides an exceptional level of patient care, made possible through patient-centric physicians, a variety of medical services, technology, and programs, designed to put patients first. Our mission is to provide everyone access to the finest quality retail medical centres, with both in-clinic physicians and digital telemedicine, so you and your loved ones can “Live Your Best Life”.
Jack Nathan Health® was established in 2006 and continues to expand its international footprint, delivering exceptional, state-of-the-art, turn-key medical centres. In Canada, the Company has 76 clinics in Walmart locations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec. 18 clinics, 4 Rehab and 5 MedSpa are corporate owned and operated. In Mexico, the Company has 114 corporate owned and operated clinics in Walmart locations.
For more information, visit www.jacknathanhealth.com or www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts
Jack Nathan Medical Corp., Spence Walker, CFO, spence.walker@jacknathanhealth.com