TSX: IMG NYSE: IAG
TORONTO, March 25, 2013 /CNW/ - IAMGOLD Corporation ("IAMGOLD" or the "Company") today announced that its board of directors
(the "Board") has adopted amendments to the Company's By-Laws,
including introducing an advance notice requirement in connection with
shareholders intending to nominate directors in certain circumstances
(the "By-Law Amendments").
In particular, the By-Law Amendments set forth a procedure requiring
advance notice to the Company by any shareholder who intends to
nominate any person for election as director of the Company other than
pursuant to (i) a requisition of a meeting made pursuant to the
provisions of the Canada Business Corporations Act (the "CBCA"), or
(ii) a shareholder proposal made pursuant to the provisions of the
CBCA. Among other things, the By-Law Amendments set a deadline by
which such shareholders must notify the Company in writing of an
intention to nominate directors prior to any meeting of shareholders at
which directors are to be elected and set forth the information that
the shareholder must include in the notice for it to be valid.
The Board believes that the By-Law Amendments provide a clear and
transparent process for all shareholders to follow if they intend to
nominate directors. In that regard, the By-Law Amendments provide a
reasonable time frame for shareholders to notify the Company of their
intention to nominate directors and require shareholders to disclose
information concerning the proposed nominees that is mandated by
applicable securities laws. The Board will be able to evaluate the
proposed nominees' qualifications and suitability as directors and
respond as appropriate in the best interests of the Company. The By-Law
Amendments are also intended to facilitate an orderly and efficient
In the case of an annual meeting of shareholders, notice to the Company
must be made not less than 30 and not 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
the annual meeting was made, notice may be made not later than the
close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an
annual meeting), notice to the Company must be made 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 By-Law Amendments also increase the quorum required for the conduct
of business at meetings of shareholders in a manner that the Company
believes is consistent with prevailing recommended governance practices
and which ensures a material number of shares are presented at any
shareholder meeting. Prior to the adoption of the By-Law Amendments,
quorum for the conduct of business at a shareholder meeting was
established if there were two persons present at the opening of the
meeting entitled to vote either as shareholders or as proxy holders and
holding or representing more than 10% of the outstanding shares
entitled to vote at that meeting. The By-Law Amendments require that
such persons must now hold or represent not less than 25% of the
outstanding shares entitled to vote at the meeting.
The By-Law Amendments are effective immediately and will be placed
before shareholders for ratification at the annual and special meeting
of shareholders of the Company on May 21, 2013 (the "Meeting"). A copy
of the By-Law Amendments has been filed under the Company's profile at www.sedar.com.
The By-Law Amendments are in effect until they are confirmed, confirmed
as amended or rejected by shareholders at the Meeting and, if the
By-Law Amendments are confirmed at the Meeting, they will continue in
effect in the form in which they were so confirmed.
IAMGOLD (www.iamgold.com) is a leading mid-tier gold producer with six operating gold mines
(including current joint ventures) on three continents. In the Canadian
province of Québec, the Company also operates Niobec Inc., one of the
world's top three producers of niobium, and owns a rare earth element
resource close to its niobium mine. IAMGOLD is well positioned for
growth with a strong financial position and extensive management and
operational expertise. To grow from this strong base, IAMGOLD has a
pipeline of development and exploration projects and continues to
assess accretive acquisition opportunities. IAMGOLD's growth plans are
strategically focused on certain regions in Canada and select countries
in South America and Africa.
This entire news release may be accessed via fax, e-mail, IAMGOLD's
website at www.iamgold.com and through CNW Group's website at www.newswire.ca. All material information on IAMGOLD can be found at www.sedar.com or at www.sec.gov.
Si vous désirez obtenir la version française de ce communiqué, veuillez
consulter le http://www.iamgold.com/French/Home/default.aspx.
SOURCE: IAMGOLD Corporation
For further information:
Laura Young, Director, Investor Relations, IAMGOLD Corporation
Tel: (416) 933-4952 Mobile: (416) 670-3815
Toll-free: 1-888-464-9999 firstname.lastname@example.org