Substitute Nominee to Stand for Election to Board of Directors at Upcoming Annual Shareholders Meeting
MISSISSAUGA, ON, March 17, 2021 /CNW/ - Cargojet Inc. ("Cargojet" or the "Corporation") (TSX: CJT) is pleased to announce that Mr. Alan Gershenhorn has been appointed to its board of directors (the "Board") effective today and will stand for election at the Corporation's Annual Meeting of Shareholders scheduled to be held on Tuesday, March 30, 2021 (the "Meeting").
Mr. James R. Crane has resigned from the Board in line with best corporate governance practices in order to pursue a business venture in the US with whom Cargojet has a significantly expanding commercial relationship. The Board thanks Mr. Crane for his invaluable leadership and contribution to the Corporation. As lead director, Mr. Paul Godfrey will act as interim independent chair of the Board.
"During his three years as Chair, Jim's leadership and advise has guided the Board and Cargojet to achieve tremendous growth and success while significantly strengthening its governance practices," said Dr. Ajay Virmani, President and Chief Executive Officer. "We sincerely thank Jim for his time, advise and contribution to Cargojet."
"I am also thrilled to be welcoming Alan Gershenhorn to Cargojet's Board. Alan's industry knowledge, strategic insights, and global perspective will serve Cargojet well," noted Dr. Virmani.
Mr. Gershenhorn brings over 40 years of experience in U.S. and international enterprise logistics to the Board. During his 39-year tenure at United Parcel Service, Inc. ("UPS"), the world's largest package delivery company, Mr. Gershenhorn served in several significant leadership positions, including most recently as Executive Vice President and Chief Commercial Officer through June 2018. At UPS, Mr. Gershenhorn directed strategy, mergers and acquisitions, marketing, sales, public affairs, communications, and key growth strategies globally across the organization. Mr. Gershenhorn is currently a Principal of Horn Strategy Partners, LLC, which provides strategy and business development advisory services to technology and logistics businesses. A more comprehensive biography of Mr. Gershenhorn can be found below.
Mr. Gershenhorn is not considered independent under applicable securities laws. The Board remains comprised of a majority of independent directors and all committees of the Board remain comprised entirely of independent directors.
Important Shareholder Information Concerning the Meeting
Cargojet is relying on the discretionary authority granted to management in the Management Information Circular of the Corporation dated March 3, 2021 (the "Circular") to substitute Mr. Gershenhorn as a director nominee in place of Mr. Crane.
Management of the Corporation recommends that the shareholders vote FOR the election of Mr. Gershenhorn as a director of the Corporation at the Meeting.
Shareholders are reminded that due to the unprecedented public health impact of the global COVID-19 pandemic, Cargojet will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will not be able to physically attend the Meeting. Please read the instructions in the Circular regarding how to vote at, or attend, the Meeting and how to appoint a third party proxyholder. Please note that shareholders attending the Meeting must be connected to the internet at all times during the Meeting in order to be able to vote when balloting commences.
To vote for the election of Mr. Gershenhorn as a director of the Corporation at the Meeting, shareholders are directed to treat the election boxes for Mr. Crane on the form of proxy or voting instruction form, as applicable, as election boxes for Mr. Gershenhorn. For greater certainty, all votes cast in support of or withheld from Mr. Crane shall be treated as votes cast in support of or withheld from Mr. Gershenhorn.
Registered shareholders who have already executed and submitted the form of proxy enclosed in the Circular who wish to change their vote may do so by:
- completing a proxy form that is dated later than the proxy form being revoked and mailing or faxing it to Computershare Investor Services Inc., the Corporation's transfer agent, so that it is received before 1:00 p.m. (Toronto time) on March 26, 2021;
- sending a revocation notice in writing to the Corporate Secretary of the Corporation at its registered office so that it is received at any time up to and including the last business day before the date of the Meeting. The notice can be provided by the shareholder or the authorized attorney of such shareholder;
- requesting from the chair of the Meeting in writing that your proxy be revoked; or
- voting by online ballot on the matters put forth at the Meeting after using the 15-digit Control Number provided to registered shareholders to login to the Meeting and accepting the terms and conditions. Voting by online ballot at the Meeting will revoke any and all previously submitted proxies for the Meeting. If a registered shareholder does not vote by online ballot at the Meeting, any previously submitted proxies will not be revoked and will continue to be counted by our transfer agent in tabulating the vote with respect to the matters put forth at the Meeting.
A non-registered shareholder (being a shareholder who holds their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) may revoke a voting instruction or proxy authorization form given to an intermediary at any time by written notice to the intermediary, except that an intermediary may not act on a revocation of a voting instruction or proxy authorization form that is not received by the intermediary in sufficient time prior to the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but will not be able to vote at the Meeting. If you are a non-registered shareholder and wish to vote at the Meeting, you have to appoint yourself as proxyholder. Please see the Circular for further instructions.
Shareholders who have already executed and submitted the form of proxy enclosed in the Circular and who DO NOT wish to change their vote need take NO FURTHER ACTION.
The Circular has been mailed to shareholders and is available for viewing on SEDAR. Except as described above, the Circular remains unchanged from the version that was mailed to the shareholders of the Corporation and previously filed on SEDAR.
Additional Biographical Information Concerning Alan Gershenhorn
Mr. Gershenhorn brings over 40 years of experience in U.S. and international enterprise logistics to the Board. During his 39-year tenure at UPS, Mr. Gershenhorn served in several significant leadership positions, including most recently as Executive Vice President and Chief Commercial Officer through June 2018. At UPS, Mr. Gershenhorn directed strategy, mergers and acquisitions, marketing, sales, public affairs, communications, and key growth strategies globally across the organization. Mr. Gershenhorn is currently a Principal of Horn Strategy Partners, LLC, which provides strategy and business development advisory services to technology and logistics businesses. In addition to Mr. Gershenhorn's role as Executive Vice President and Chief Commercial Officer of UPS, he served as a member of the UPS Management Committee, which directs global strategy and day-to-day operations, for over a decade, and led numerous transformational programs during his tenure. Mr. Gershenhorn previously served in other significant UPS leadership positions with both global and regional responsibilities including Chief Sales and Marketing Officer, Senior Vice President, and President UPS International; President UPS Supply Chain Solutions Global Transportation and Shared Services; President Supply Chain Solutions Europe, Asia, Middle East, and Africa; and President UPS Canada. In addition to his corporate responsibilities at UPS, Mr. Gershenhorn served as a Trustee of the UPS Foundation, a charitable organization which promotes environmental sustainability, volunteerism, community safety, and equity and inclusion, and was a delegate of the World Business Council for Sustainable Development. Mr. Gershenhorn serves on the boards of Beacon Roofing Supply, Inc., the largest publicly traded distributor of roofing materials and complementary building products in the United States and Canada, and Transportation Insight, Worldwide Express, and Ascend Transport Group, which are privately held enterprise logistics companies, and acts in an advisory role to 8VC, a venture capital firm. Mr. Gershenhorn is also currently the Chairman and Chief Executive Officer of Logistics Innovation Technologies Corp., a special purpose acquisition company focusing on opportunities in the global logistics industry. Logistics Innovation Technologies has recently filed a registration statement with the U.S. Securities and Exchange Commission but there is currently no public market for its securities nor does it have any operating business. Mr. Gershenhorn holds a degree in finance from the University of Houston. He is 62 years of age and a resident of Alpharetta, Georgia, USA.
About Cargojet
Cargojet is Canada's leading provider of time sensitive premium air cargo services to all major cities across North America, providing Dedicated ACMI and International Charter services and carries over 25,000,000 pounds of cargo weekly. Cargojet operates its network with its own fleet of 27 Cargo aircraft.
Notice on Forward-Looking Statements:
Certain statements contained herein constitute "forward-looking statements". Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business of the Corporation. Forward-looking statements may include words such as "plans", "intends", "anticipates", "should", "estimates", "expects", "believes", "indicates", "targeting", "suggests" and similar expressions. These forward-looking statements are based on current expectations and entail various risks and uncertainties. Reference should be made to the issuer's public filings available at www.sedar.com and at www.cargojet.com, including its most recent Annual Information Form filed with Canadian securities regulators, and its most recent Annual Consolidated Financial Statements and Notes thereto and related Management's Discussion and Analysis (MD&A), for a summary of major risks. Actual results may materially differ from expectations, if known and unknown risks or uncertainties affect our business, or if our estimates or assumptions prove inaccurate. The Corporation assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason, other than as required by applicable securities laws. In the event the Corporation does update any forward-looking statement, no inference should be made that the Corporation will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
SOURCE Cargojet Inc.
Pauline Dhillon, Chief Corporate Officer, Tel: (905) 501-7373, [email protected]
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