- Seven directors elected, including two new directors proposed by a
- Amended by-law raises shareholder meeting quorum to 25%
MONCTON, NB, March 25 /CNW Telbec/ - At its annual and special meeting of shareholders (the "Meeting") held yesterday, March 24, 2010, shareholders of Imvescor Restaurant Group ("IRG" or the "Corporation") elected seven directors to its board of directors, including five existing directors and two new directors who were nominated from the floor of the Meeting by a shareholder. Shareholders also amended By-Law One of the Corporation and re-appointed KPMG LLP, Chartered Accountants as Auditor.
Approximately 4.3 million shares, representing approximately 45% of the outstanding shares of the Corporation, were voted by proxy or in person at the Meeting.
Election of Directors
Following a vote, shareholders represented at the Meeting re-elected Rino Volpé, David G. Hawkins, Jacques F. Lemoine, James Peterson and Gabriel Sacratini as directors of IRG. Two new directors, Herb Breau and Gilles Pépin, having been duly nominated from the floor of the Meeting by a shareholder, were elected as directors for the first time.
"We welcome Herb Breau and Gilles Pépin as directors of Imvescor Restaurant Group and we look forward to benefiting from their counsel and experience as IRG strives to meet its growth targets," said Rino Volpé, Chairman of the board of directors.
"We also want to thank outgoing directors Bill Dover and Inouk Imbeault for their many years of commitment to this company and its predecessors, and for their significant contribution to our work as a board as we transitioned from a royalty income trust to a publicly traded corporation," added Mr. Volpé.
Adoption of By-Law One with quorum set at 25%
Shareholders at the Meeting also adopted an amended By-Law One of the Corporation, which establishes the rules for calling and holding meetings of shareholders and directors, for naming the Chair and for establishing quorums.
Shareholders present at the Meeting voted in favour of the resolution to establish By-Law One of Imvescor Restaurant Group as proposed in Schedule "A" of the Corporation's management information circular dated February 19, 2010, with an amendment to paragraph 1.4 of Article 1 of By-Law One, raising the quorum requirement for meetings of shareholders from not less than 10%, to not less than 25% of holders of the outstanding shares of the Corporation. The resolution was adopted unanimously by a show of hands of shareholders represented at the Meeting. As a result, IRG's quorum requirement for shareholder meetings is at a level consistent with or above best practices for public companies.
Stock Options Granted
The board of directors also approved the granting of stock options pursuant to the stock option plan approved by shareholders on September 4, 2010. The board granted approximately 90,000 stock options to directors and employees at an exercise price of $3.01 per share for a period of ten years from the day they are granted. Twenty percent of the granted stock options vest each year until fully vested at the end of the fifth years. Less than 10% of the options were granted to directors.
About Imvescor Restaurant Group Inc.
Headquartered in Moncton, New Brunswick, IRG owns franchised and corporate stores throughout Canada, under four brands: Pizza Delight(R) operates primarily in Atlantic Canada, where it dominates the family/mid-scale segment. Mikes(R) and Scores(R) restaurants operate primarily in Quebec in the family and casual dining segments and the take-out and delivery segments. Baton Rouge(R) operates in the Province of Quebec and Ontario in the casual dining segment.
Certain information regarding IRG contained herein may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although the Corporation believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Corporation cautions that actual performance will be affected by a number of factors, many of which are beyond the Corporation's control, and that future events and results may vary substantially from what the Corporation currently foresees. The Corporation assumes no obligation to update such forward-looking statements, except as required by applicable securities laws. The Corporation's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
SOURCE Imvescor Restaurant Group Inc.
For further information: For further information: Brigitte Viel, Cohn & Wolfe Public Relations, (514) 845-2257 ext 243; William R. Lane, CMA, Executive Vice-President & Chief Financial Officer, Imvescor Restaurant Group, (506) 853-8412; http://www.imvescor.ca