DIRTT Announces Results of Annual and Special Meeting of Shareholders and Appointments

Rhea-AI Summary

DIRTT Environmental Solutions Ltd. (DRTT) held its annual meeting on April 26, 2022, where shareholders approved the election of directors, the appointment of PwC as auditors, and the introduction of a new employee share purchase plan. Notably, the name change to DIRTT Inc. was rejected, with 69.36% votes against. The new board, chaired by Ken Sanders, appointed Geoff Krause and Jeff Calkins as Interim Co-CEOs, while thanking Todd Lillibridge for his service. The board's focus is on enhancing DIRTT's growth and financial performance following a proxy contest.

Positive

• Shareholders approved the election of a new board of directors.
• PwC appointed as independent registered public accounting firm with 97.70% approval.
• Interim Co-CEOs appointed to guide future growth.
• Approval of 2022 Employee Share Purchase Plan with 72.56% support.

Negative

• Proposed name change to DIRTT Inc. rejected by 69.36% of votes.
• Proxy contest may indicate shareholder dissatisfaction prior to the meeting.

CALGARY, Alberta, April 26, 2022 (GLOBE NEWSWIRE) -- DIRTT Environmental Solutions Ltd. (“DIRTT”) (NASDAQ: DRTT, TSX: DRT) today announced the results of the proposals submitted to shareholders at its annual and special meeting of shareholders held on April 26, 2022 (the “Meeting”).

Proposal No. 1: Election of Directors

The results of the vote for those elected as directors are as follows:

Nominee	Votes For		Votes Withheld
	Number	Percent	Number	Percent
Charlie Chiappone	14,405,389	20.86%	472,046	0.68%
Michael T. Ford	14,459,214	20.94%	418,221	0.61%
Denise E. Karkkainen	14,222,506	20.59%	654,929	0.95%
Shauna R. King	14,267,658	20.66%	609,777	0.88%
Todd W. Lillibridge	14,227,430	20.60%	650,005	0.94%
James (Jim) A. Lynch	14,331,482	20.75%	545,953	0.79%
Diana R. Rhoten	14,311,473	20.72%	565,962	0.82%
Aron R. English	49,513,331	71.69%	4,665,002	6.75%
Cory J. Mitchell	46,347,979	67.11%	7,830,354	11.34%
Douglas A. Edwards	49,310,490	71.40%	4,867,843	7.05%
Mary Garden	54,152,163	78.41%	26,170	0.04%
Scott L. Robinson	49,308,695	71.40%	4,869,695	7.05%
Scott C. Ryan	46,546,923	67.40%	7,631,810	11.05%
Ken Sanders	54,163,263	78.43%	15,470	0.02%

Proposal No. 2: Appointment of the Independent Registered Public Accounting Firm

The results of the vote for the appointment of PwC as the independent registered public accounting firm for DIRTT are as follows:

		Votes For		Votes Withheld
		Number	Percent	Number	Percent
		62,192,970	97.70%	1,461,192	2.30%

Proposal No. 3: Approval of Company Name Change

The results of the vote to approve an amendment to DIRTT’s articles of amalgamation to change its name from “DIRTT Environmental Solutions Ltd.” to “DIRTT Inc.” are as follows:

Votes For		Votes Against		Abstain
Number	Percent	Number	Percent	Number	Percent
21,008,442	30.31%	47,977,901	69.36%	181,261	0.26%

Proposal No. 4: Approval of Employee Share Purchase Plan

The results of the vote to approve DIRTT’s 2022 Employee Share Purchase Plan are as follows:

Votes For		Votes Against		Abstain
Number	Percent	Number	Percent	Number	Percent
46,187,807	72.56%	2,917,848	4.58%	14,551,302	22.86%

Proposal No. 5: Approval of Shareholder Rights Plan

The results of the vote to approve DIRTT’s December 7, 2021 Shareholder Rights Plan are as follows:

Votes For		Votes Against		Abstain
Number	Percent	Number	Percent	Number	Percent
18,899,265	27.32%	49,764,481	71.95%	505,579	0.73%

Final voting results on all matters voted on at the Meeting will be filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).

Appointments

Following the Meeting, the following appointments were made and committees formed by the newly elected board of directors of DIRTT (“Board”):

Board Chairman: Ken Sanders

Audit Committee Chairman: Mary Garden
Audit Committee Members: Douglas Edwards, Scott Ryan, Scott Robinson

Corporate Governance and Compensation Committee Chairman: Aron English
Corporate Governance and Compensation Committee Members: Ken Sanders, Mary Garden, Cory Mitchell

Enterprise Risk Management Committee Chairman: Scott Robinson
Enterprise Risk Management Committee Members: Ken Sanders, Scott Ryan, Douglas Edwards

In addition, the Board is pleased to announce the appointments of Geoff Krause and Jeff Calkins as DIRTT’s Interim Co-Chief Executive Officers. The position of interim Chief Executive Officer and President has been terminated. The Board wishes to thank Todd Lillibridge for his service to DIRTT.

The Chairman of the Board, Ken Sanders, commented: “We are grateful for the support of DIRTT’s owners and the trust they have placed in us. Over the last several months, we have heard from many shareholders, clients, partners, and employees, and we intend to continue that engagement going forward. Now that the proxy contest has concluded, it is time to focus our exclusive attention on the future success of DIRTT. The work ahead is complex, but our intentions are simple: to help unlock the potential we believe already exists at DIRTT and promote its growth and financial performance as a public company.”

About DIRTT Environmental Solutions

DIRTT is a global leader in industrialized construction. Its system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the commercial, healthcare, education and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule and outcomes.

Headquartered in the US and Canada, DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.

FAQ

What were the results of the DIRTT Environmental Solutions (DRTT) annual meeting on April 26, 2022?

At DIRTT's annual meeting, shareholders approved the election of directors and the appointment of PwC as auditors, but rejected the name change to DIRTT Inc. and approved the 2022 Employee Share Purchase Plan.

Who were elected as directors during DIRTT's annual meeting?

Several directors, including Charlie Chiappone and Michael T. Ford, were elected, with various approval percentages ranging from 20.59% to 71.69%.

What is the significance of the appointment of Geoff Krause and Jeff Calkins as Interim Co-CEOs for DRTT?

The appointment of Interim Co-CEOs aims to stabilize the leadership following a proxy contest and focus on enhancing DIRTT's growth and performance.

What percentage of votes supported the 2022 Employee Share Purchase Plan at DRTT?

The 2022 Employee Share Purchase Plan received 72.56% support from shareholders during the annual meeting.

What were the voting outcomes regarding DIRTT's proposed name change?

The proposal to change DIRTT's name to DIRTT Inc. was rejected, with 69.36% of shareholders voting against it.