|By Marketwired .||
|August 14, 2013 06:42 PM EDT||
CALGARY, ALBERTA -- (Marketwired) -- 08/14/13 -- Alexander Energy Ltd. (TSX VENTURE:ALX) (the "Company") announced today that its board of directors (the "Board of Directors") of an advanced notice policy ("Advanced Notice Policy"), to replace an amendment to the By-Laws of the Company (the "By-Law"), that among other things, included a provision requiring advance notice to the Company in circumstances where nominations of person for election to the Board of Directors are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act. The By-Law, previously announced by the Company and filed on SEDAR, expired today at the Company's annual general and special meeting of shareholders, as it was not submitted for approval to the shareholders in accordance with the requirements of the Act.
The Advanced Notice Policy is otherwise identical to the By-Law in that it provides for 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 for the information that a shareholder must include in the notice to the Company for the notice to be in the proper written form. Notice to the Company must be made not less than 35 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 50 days after the date on which the first public announcement of the date of meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. In addition thereto, the Board has discretion to waive any requirement in the Advanced Notice Policy.
The Board views the Advanced Notice Policy to be in the best interests of all shareholders of the Company as such policy will (i) provide a reasonable framework for shareholders to nominate directors, (ii) ensure that information regarding shareholder nominated directors is distributed in a timely and adequate manner, and (iii) avoid the potentially negative impact a stealth proxy fight can have where a relatively small group of shareholders take control of a company's board without paying any premium for such control and where other shareholders (if voting by proxy) have no ability to evaluate and vote on any directors nominated by the dissident shareholder.
The Company intends to submit the Advanced Notice Policy for approval by ordinary resolution at the next shareholder's meeting of the Company. If such approval is not received from the shareholders, then the Advanced Notice Policy shall terminate and be void and of no further force and effect following the termination of such meeting of shareholders The full text of the Advanced Notice Policy is available via SEDAR at www.sedar.com.
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