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The Caldwell Partners International Announces Results Of Vote For Election Of Directors

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Caldwell Partners International reported the outcomes of its Annual Meeting held on February 21, 2023, with 54.74% of total common shares represented by 87 shareholders voting by proxy. All nominated directors were elected, including a new Audit Committee Chair, Rosemary Zigrossi, succeeding Kathy Welsh. The meeting also resulted in the appointment of KPMG LLP as auditors, receiving a 99.75% approval rate. Furthermore, the shareholder rights plan was reconfirmed with 98.55% support. Caldwell Partners operates as a technology-driven talent acquisition firm with listings on TSX and OTCQX under CWLPF.

Positive
  • All nominated directors were elected with high approval rates (e.g., Paul R. Daoust: 99.48%).
  • Appointment of KPMG LLP as auditors received 99.75% approval.
  • Shareholder rights plan reconfirmed with 98.55% support.
Negative
  • Shareholder participation was limited at 54.74%, which may indicate low investor engagement.

TORONTO, ON / ACCESSWIRE / February 21, 2023 / Technology-powered talent acquisition firm Caldwell Partners International (TSX:CWL) reported that at its Annual Meeting of shareholders on February 21, 2023 there were 87 shareholders voting by proxy and in total, holding 14,168,220 voting common shares, representing 54.74% of the total number of Voting Common Shares outstanding.

Each of the directors listed as nominees in the management proxy circular dated January 12, 2023 were elected directors of the Corporation until the next Annual Meeting.

On behalf of the shareholders, we thank Kathy Welsh for her 14 years of dedicated service and we welcome Rosemary Zigrossi as the Audit Committee Chair to the Board.

The results of the vote for the election of directors and reconfirmation of the shareholder rights plan are as follows:

1. Election of Directors - Elected Voted for PercentageWithheld from
Voting Percentage
Each of the directors listed as nominees in the management proxy circular dated January 12, 2023 were elected directors of the Corporation until the next Annual Meeting.

C. Christopher Beck

92.44%7.56%

Paul R. Daoust

99.48%0.52%

Darcy D. Morris

99.32%0.68%

Elias Vamvakas

99.48%0.52%

John N. Wallace

99.48%0.52%

David Windley

87.63%12.37%

John Young

92.58%7.42%

Rosemary Zigrossi

99.49%0.51%
2. Appointment of Auditors - Appointed Voted for PercentageWithheld from
Voting Percentage
The shareholders appointed KPMG LLP as auditors of the Corporation and authorized the directors of the Corporation to fix the remuneration of the auditors. 99.75%0.25%
3. Reconfirmation of Shareholder Rights Plan - Passed Voted for PercentageVoted against
Percentage
The shareholders reconfirmed the shareholder rights plan of
the Corporation and the Shareholder Rights Plan Agreement, as amended, made between the Corporation and Computershare Trust Company of Canada, as described in the Management Proxy Circular dated January 12, 2023.
98.55%1.45%

About Caldwell Partners

Caldwell Partners is a technology-powered talent acquisition firm specializing in recruitment at all levels. Through two distinct brands - Caldwell and IQTalent - the firm leverages the latest innovations in AI to offer an integrated spectrum of services delivered by teams with deep knowledge in their respective areas. Services include candidate research and sourcing through to full recruitment at the professional, executive and board levels, as well as a suite of talent strategy and assessment tools that can help clients hire the right people, then manage and inspire them to achieve maximum business results.

Caldwell Partners' common shares are listed on The Toronto Stock Exchange (TSX:CWL) and trade on the OTCQX Market (OTCQX:CWLPF). Please visit our website at www.caldwell.com for further information.

Forward-Looking Statements

Forward-looking statements in this document are based on current expectations that are subject to the significant risks and uncertainties cited. These forward-looking statements generally can be identified by use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "may," "will," "likely," "estimates," "potential," "continue" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. The Company is subject to many factors that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement including, but not limited to, software that we license from third parties, our ability to successfully recover from a disaster or other business continuity issues, successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses, our ability to attract and retain key personnel; exposure to our partners taking our clients with them to another firm; the performance of the US, Canadian and international economies, including the impact of pandemic diseases; competition from other companies directly or indirectly engaged in executive search; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; our ability to align our cost structure to changes in our revenue; adverse governmental and tax law rulings; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; technological advances may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; foreign currency exchange rate fluctuations; affiliation agreements may fail to renew or affiliates may be acquired; marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; volatility of the market price and volume of our common shares; potential impairment of our acquired goodwill and intangible assets; and disruption as a result of actions of certain stockholders or potential acquirers of the Company. For more information on the factors that could affect the outcome of forward-looking statements, refer to the "Risk Factors" section of our Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). These factors should be considered carefully, and the reader should not place undue reliance on forward-looking statements. Although any forward-looking statements are based on what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. Except as required by Canadian securities laws, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

For further information, please contact:

Investors:
Chris Beck, President and Chief Financial Officer
cbeck@caldwell.com
+1 (617) 934-1843

Media:
Caroline Lomot, Director of Marketing
clomot@caldwell.com
+1 (516) 830-3535

SOURCE: Caldwell Partners International, Inc.



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FAQ

What were the results of Caldwell Partners' shareholder meeting on February 21, 2023?

The meeting resulted in the election of all nominated directors, appointment of KPMG as auditors, and reconfirmation of the shareholder rights plan.

Who was elected as the new Audit Committee Chair for Caldwell Partners?

Rosemary Zigrossi was elected as the new Audit Committee Chair.

What percentage of shares were represented at Caldwell Partners’ Annual Meeting?

54.74% of the total common shares were represented at the meeting.

What was the approval rate for the appointment of auditors at Caldwell Partners?

The appointment of KPMG LLP as auditors received a 99.75% approval rate.

What is the stock symbol for Caldwell Partners on the OTCQX?

The stock symbol for Caldwell Partners on the OTCQX is CWLPF.

CALDWELL PARTNER INTL CRP

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