MONTREAL, May 8, 2014 /CNW Telbec/ - 5N Plus Inc. (TSX:VNP), the leading producer of specialty metal and chemical products, held its Annual and Special Meeting of Shareholders yesterday in Montreal, Quebec. A total of approximately 70,751,651 shares (approximately 84.3% of outstanding common shares) were represented in person or by proxy at the meeting. As part of the formal proceedings, the Company's shareholders (the "Shareholders") ratified the adoption by the Company of an advance notice bylaw, elected the Board of Directors and approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company.
The complete voting results from the meeting are as follows:
ELECTION OF DIRECTORS
The Board of Directors fixed at six the number of directors of the Company to be elected at the meeting. Each of the six nominees listed in the Management Information Circular was elected as a director of 5N Plus. All of the nominee directors were already members of the Board of Directors, with the exception of Ms. Jennie S. Hwang, Ms. Nathalie Le Prohon and Mr. James T. Fahey who were new nominees. Messrs. Dennis Wood, John Davis and Jean Bazin did not stand for re-election at the meeting and we thank them for their dedication and contribution to the Company throughout the years. Following the meeting, the directors appointed Mr. Jean-Marie Bourassa as Chairman of the Board of Directors of the Company in place of Mr. Wood.
|Nominee||Votes For||% For||Votes Withheld||% Withheld|
|Jennie S. Hwang||69,668,286||98.70||917,165||1.30|
|Nathalie Le Prohon||69,660,586||98.69||924,865||1.31|
|James T. Fahey||69,688,286||98.70||917,165||1.30|
Ms. Jennie S. Hwang has over 30 years of experience in materials, electronics, chemicals and coatings through her management and/or ownership of businesses. She currently serves as the president of H-Technologies Group, encompassing international business, worldwide manufacturing services, intellectual property management and global strategy advisory. Ms. Hwang was Chief Executive Officer of International Electronic Materials Corporation, a manufacturing company she founded. Prior to founding these businesses, Ms. Hwang held senior executive positions with Lockheed Martin Corp., Hanson PLC (SCM Corp.) and Sherwin-Williams Company. Ms. Hwang holds a Ph.D. in Materials Science & Engineering and M.S. degrees in liquid crystals and in chemistry. She has served as National President of the Surface Mount Technology Association and in various other global leadership positions and is an international speaker and author of more than 400 publications and several textbooks on leading technologies, advanced manufacturing and global market thrusts. Ms. Hwang has been elected to the National Academy of Engineering and International Hall of Fame (Women in Technology). Ms. Hwang is a board member of Ferro Corporation (a U.S. NYSE-listed global manufacturer) and Case Western Reserve University, and serves on the U.S. National Materials and Manufacturing Board and chairs the Board of Assessment Panels on Army Research Laboratory of the U.S. Department of Defense. Ms. Hwang formerly served on the board of Second Bancorp, Inc. and she attained certificates in corporate governance from Harvard Business School Executive Program and from Columbia University Corporate Governance programs, and is a guest contributor to the AGENDA of Financial Times and Corporate Board Member of NYSE Euronext on corporate governance issues.
Ms. Nathalie Le Prohon is a professional board member with over 30 years of extensive experience in management and consulting including 20 years in senior executive positions at IBM in Montreal, Québec City, Toronto and Paris including her last position as Vice President Strategic Outsourcing Sales, IBM Global Services. Ms. Le Prohon was President of Nokia Canada from 2003 and 2004. Since 2007, Ms. Le Prohon is a full time director for various public and private entities and not-for-profit organizations. She is currently a director of ACCEO Solutions, BlackRock Metals and Casavant Frères. Ms. Le Prohon is also currently Chairman of the Board of Groupe Conseil OSI and Chairman of the Board of the Québec Breast Cancer Foundation. She was a director of Bentall Kennedy LP and Hydro-Québec and was a member of the external audit committee of the Department of National Defence (Canada). She has a BCOM (Major in MIS) from McGill University, a MBA from Concordia University and was named Concordia University 'Alumna of the Year' in 2009. She is a member of the Institute of Corporate Directors and has attained corporate governance certification at McGill University in 2009.
Mr. James T. Fahey has over 20 years of experience in the Electronics Industry in various roles including scientist, engineering (manufacturing and product development), marketing and sales and senior management, including 17 years in senior executive positions with Rohm and Haas and The Dow Chemical Company. Mr. Fahey is a dynamic leader with demonstrated strategic and operational strengths across various functions (Operations, Engineering, Research and Development, Sales and Marketing, and Business Leadership), and across various businesses (Microelectronics, Circuit Board Technologies, Optics and Ceramics). Mr. Fahey successfully directed global teams and supported business development in Asia, North America & Europe. Mr. Fahey holds a Bachelor of Science (First Class Honors) from St. Francis Xavier University, a Masters in Science and a PhD in Chemistry (Area of Research: Polymers for Microelectronic Applications) from Cornell University. Mr. Fahey is currently serving on the Semiconductor North American Advisory Board, was a member of the Board of NEMI (National Electronics Manufacturing Initiative) and has produced numerous technical publications and patents in the semiconductor industry related to both materials and semiconductor processing.
APPOINTMENT OF AUDITORS
PricewaterhouseCoopers LLP, Chartered Professional Accountants, were reappointed as auditors of 5N Plus until the close of the next annual general shareholders' meeting, and the directors were authorized to fix the remuneration of the auditors.
|Votes For||% For||Votes Withheld||% Withheld|
ADVANCE NOTICE BYLAW
The Shareholders approved, ratified and confirmed the advance notice bylaw adopted by the Company's Board of Directors on February 25, 2014 (the "By-Law"). The purpose of the By-Law is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. The Company is committed to: (i) facilitating an orderly and efficient process for its annual general meetings or, where the need arises, special meetings,; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The By-Law is intended to achieve these objectives.
Among other things, the By-Law fixes a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid. No person will be eligible for election as a director of the Company unless nominated in accordance with the By-Law.
In the case of an annual meeting of shareholders, notice to the Company must be given 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 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.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be given 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 full text of the By-Law is available under the Company's profile at www.sedar.com or upon request by contacting the Company's Corporate Secretary, Jean Mayer at (514) 856-0644.
|Votes For||% For||Votes Against||% Against|
Final voting results on all matters voted on at the meeting held on May 7, 2014 will be published on the Company website at www.5nplus.com under "Investors" and filed under the Company's profile at www.sedar.com.
About 5N Plus Inc.
5N Plus is the leading producer of specialty metal and chemical products. Fully integrated with closed-loop recycling facilities, the Company is headquartered in Montreal, Québec, Canada and operates manufacturing facilities and sales offices in several locations in Europe, the Americas and Asia. 5N Plus deploys a range of proprietary and proven technologies to produce products which are used in a number of advanced pharmaceutical, electronic and industrial applications. Typical products include purified metals such as bismuth, gallium, germanium, indium, selenium and tellurium, inorganic chemicals based on such metals and compound semiconductor wafers. Many of these are critical precursors and key enablers in markets such as solar, light-emitting diodes and eco-friendly materials.
Forward-Looking Statements and Disclaimer
This press release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of historical facts contained in this press release are forward-looking information. Such statements and information may be identified by words such as "about", "approximately", "may", "believes", "expects", "will", "intends", "should", "plans", "predicts", "potential", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof or other comparable terminology. Forward-looking statements are based on the best estimates available to 5N Plus at this time and involve known and unknown risks, uncertainties and other factors that may cause 5N Plus' actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A description of the risks affecting 5N Plus' business and activities appears under the heading "Risk and Uncertainties" of 5N Plus' 2013 MD&A dated February 25, 2014 and note 11 of the unaudited interim condensed consolidated financial statements for the three-month periods ended March 31, 2014 and 2013 available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that 5N Plus will derive therefrom. In particular, no assurance can be given as to the future financial performance of 5N Plus. The forward-looking information contained in this press release is made as of the date hereof and 5N Plus undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws. The reader is warned against placing undue reliance on these forward-looking statements.
SOURCE: 5N Plus Inc.
For further information:
Vice President, Legal Affairs and Corporate Secretary
5N Plus Inc.
(514) 856-0644 x6178