TORONTO, March 24, 2016 /CNW/ - The board of directors of Medical Facilities Corporation (TSX: DR) ("Medical Facilities" or the "Company") has approved an advance notice policy (the "Policy"). The purpose of the Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating directors, which will facilitate an orderly and efficient meeting process, ensure that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees and allow shareholders to register an informed vote.
The Policy fixes 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 forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to the Company must be received not less than 30 days prior to the date of the annual meeting; provided, however, that if (i) an annual meeting of shareholders is called for 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 must be received not later than the close of business on the 10th day following the date on which the public announcement of the date of the annual meeting is first made, and (ii) the Company uses "notice-and-access" to send proxy-related materials to shareholders in connection with an annual meeting, notice must be received not less than 40 days prior to the date of the annual meeting.
In the case of a special meeting of shareholders (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes) notice to the Company must be made not later than the close of business on the 15th day following the day on which the public announcement of the date of the special meeting of shareholders is first made by the Company. The Policy provides that the adjournment or postponement of a meeting or the announcement thereof will commence a new time period, and the board of directors may, in its sole discretion, waive any requirement of the Policy.
The Company's board of directors intends to seek shareholder ratification of the Policy at the Company's next annual and special meeting, to be held on May 12, 2016.
The full text of the Policy will be made available under the Company's profile on SEDAR at www.sedar.com.
About Medical Facilities Corporation
Medical Facilities owns controlling interests in four specialty surgical hospitals located in South Dakota, Arkansas and Oklahoma, as well as an ambulatory surgery center in California. The specialty hospitals perform scheduled surgical, imaging, diagnostic and other procedures, including primary and urgent care, and derive their revenue from the fees charged for the use of their facilities. The ambulatory surgery center specializes in outpatient surgical procedures, with patient stays of less than 24 hours. In addition, Medical Facilities owns controlling interest in a diversified healthcare service company located in Oklahoma City that provides third-party business solutions to healthcare entities such as physicians, facilities, and insurance companies. Medical Facilities is structured so that a majority of its free cash flow from operations is distributed to the holders of its common shares in the form of dividends. For more information, please visit www.medicalfacilitiescorp.ca.
Caution concerning forward-looking statements
Statements made in this news release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like "may", "will", "anticipate", "estimate", "expect", "intend", or "continue" or the negative thereof or similar variations. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include those identified in Medical Facilities' filings with Canadian securities regulatory authorities such as legislative or regulatory developments, intensifying competition, technological change and general economic conditions. All forward-looking statements presented herein should be considered in conjunction with such filings. Medical Facilities does not undertake to update any forward-looking statements; such statements speak only as of the date made.
SOURCE Medical Facilities Corporation
For further information: Michael Salter, Chief Financial Officer, Medical Facilities Corporation, (416) 848-7380 or 1-877-402-7162, [email protected]; Renée Lam, Investor Relations, NATIONAL Equicom, (416) 848-1405, [email protected]