Givex Announces Voting Results from Its Annual and Special Shareholders'; Meeting

Rhea-AI Summary

Givex Corp. (TSX: GIVX, OTCQX: GIVXF) announced the results of its annual and special meeting of shareholders, held on April 21, 2023. All nominees for the board of directors were elected with significant majority votes, including Don Gray (99.55%), Jim Woodside (77.60%), and others. KPMG LLP was appointed as the corporation’s auditor by a similar majority (99.39%). Notably, three non-binding advisory resolutions were not approved, concerning executive compensation, an ethics committee, and a strategic review committee, with votes against ranging from 74.76% to 75.44%.

The meeting reflects strong shareholder support for management’s nominees and auditor selection, but lack of approval for advisory resolutions may signal shareholder concerns regarding corporate governance.

Positive

• Majority voting in favor of management's nominees for the board of directors.
• KPMG LLP appointed as the auditor with 99.39% support.

Negative

• Non-binding advisory resolutions for executive compensation and ethics committee not approved (75.44% against).
• Non-binding advisory resolution for strategic review committee not approved (74.76% against).

TORONTO, April 21, 2023 /PRNewswire/ - Givex Corp. ("Givex" or the "Corporation") (TSX: GIVX) (OTCQX: GIVXF), is pleased to announce the results of its annual and special meeting of shareholders held on April 21, 2023 (the "Meeting"), with a majority voting in accordance with management recommendations.

1.         Election of Directors

The following six (6) nominees of management, namely, Don Gray, Jim Woodside, Robert Munro, Miles Evans, Michael Carr and Divya Kulkarni were elected as directors of the Corporation by a majority of the votes cast by shareholders present and voting by ballot or represented by proxy at the meeting.  The percentage of votes cast for each nominee were as follows:

Name of Nominee	Percentage of Votes For	Percentages of Votes Withheld
Don Gray	99.55 %	0.45 %
Jim Woodside	77.60 %	22.40 %
Robert Munro	95.18 %	4.82 %
Miles Evans	98.10 %	1.90 %
Michael Carr	98.10 %	1.90 %
Divya Kulkarni	98.07 %	1.93 %
Marc Ladouceur	28.75 %	71.25 %

2.         Appointment of Auditor

KPMG LLP ("KPMG") was appointed as auditors of the Corporation by a majority of the votes cast by shareholders present and voting by ballot or represented by proxy at the meeting.  The percentage of votes cast were as follows:

Percentage of Votes For	Percentages of Votes Withheld
99.39 %	0.61 %

3.         Non-Binding Advisory Resolution One

Non-Binding Advisory Resolution One, being a non-binding advisory resolution to disapprove the approach to executive compensation as disclosed in the Corporation's Management Information Circular dated April 26, 2022, was not approved by a majority of the votes cast by shareholders present and voting by ballot or represented by proxy at the meeting.  The votes cast were as follows:

Percentage of Votes For	Percentages of Votes Against
24.56 %	75.44 %

4.         Non-Binding Advisory Resolution Two

Non-Binding Advisory Resolution Two, being a non-binding advisory resolution requesting the board of directors of the Corporation (the "Board") to establish an ethics committee, was not approved by a majority of the votes cast by shareholders present and voting by ballot or represented by proxy at the meeting.  The votes cast were as follows:

Percentage of Votes For	Percentages of Votes Against
24.51 %	75.49 %

5.         Non-Binding Advisory Resolution Three

Non-Binding Advisory Resolution Three, being a non-binding advisory resolution requesting the Board to establish a special committee to undertake a strategic review of the Corporation, was not approved by a majority of the votes cast by shareholders present and voting by ballot or represented by proxy at the meeting.  The votes cast were as follows:

Percentage of Votes For	Percentages of Votes Against
25.24 %	74.76 %

Final voting results on all matters voted at the Meeting are available on Givex's website and on SEDAR at www.sedar.com.

About Givex

Givex Corp. (TSX: GIVX; OTCQX: GIVXF) provides merchants with customer engagement, point of sale and payment solutions, all in a single platform. We are integrated with 1000+ technology partners, creating a fully end-to-end solution that delivers powerful customer insights. Our platform is used by some of the world's largest brands across the globe, comprising approximately 122,000+ active locations across more than 100 countries. Learn more at www.givex.com.

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SOURCE Givex

FAQ

What were the results of Givex's annual and special meeting on April 21, 2023?

Givex's meeting resulted in the election of all management nominees to the board and the appointment of KPMG LLP as auditors, along with three non-binding advisory resolutions being rejected.

Who were elected to Givex's board of directors?

The elected directors include Don Gray, Jim Woodside, Robert Munro, Miles Evans, Michael Carr, and Divya Kulkarni.

What percentage of votes supported KPMG's appointment as Givex's auditor?

KPMG LLP was appointed as auditors with 99.39% of votes in favor.

Which advisory resolutions were rejected at Givex's annual meeting?

Resolutions regarding executive compensation, establishing an ethics committee, and forming a strategic review committee were all rejected.

What is the significance of the voting results from Givex's meeting?

The voting results indicate strong support for management and auditors but highlight shareholder concerns regarding corporate governance through the rejection of advisory resolutions.