Quarterhill Announces Annual General and Special Meeting Results

Rhea-AI Summary

Quarterhill held its Annual General and Special Meeting on May 13, 2024, where shareholders voted on several key resolutions. The election of directors saw Roxanne Anderson, Rusty Lewis, William Morris, Chuck Myers, Pamela Steer, and Anna Tosto confirmed, with the majority receiving over 87% approval. Ernst & Young LLP was reappointed as auditors with 99.36% support. Amendments to the 2018 Equity Incentive Plan were approved with 92.55% votes, and the employee share purchase plan received 93.99% approval. Full details are available in the April 4, 2024, Notice of Meeting and Management Information Circular.

Positive

• High shareholder approval for the election of directors, with most candidates receiving over 87%.
• Ernst & Young LLP reappointed as auditors with 99.36% support, indicating strong trust in their services.
• Amendments to the 2018 Equity Incentive Plan approved with 92.55% votes, showing shareholder support for the company's incentive strategies.
• Employee share purchase plan approved with 93.99% support, reflecting confidence in employee investment opportunities.

Negative

• Pamela Steer and Anna Tosto received lower approval ratings compared to other directors, with 89.97% and 87.26% respectively.
• A small but notable percentage of votes (up to 12.74%) were against certain director nominations and resolutions, indicating some shareholder dissent.

TORONTO, May 14, 2024 /PRNewswire/ - Quarterhill Inc. ("Quarterhill") (TSX: QTRH) (OTCQX: QTRHF) announces results from its Annual General and Special Meeting of shareholders (the "Meeting") that was held on Monday, May 13, 2024, at 10:00 a.m. (Eastern Daylight Time). A replay of the Meeting can be viewed at the Investors section of Quarterhill's website.

At the Meeting, Quarterhill shareholders (present in person or by proxy) voted on the following, full details of which are set out in Quarterhill's April 4, 2024, Notice of Meeting and Management Information Circular (the "Circular") issued in connection with the Meeting:

1. The election of the following nominees to Quarterhill's Board of Directors, which was approved by shareholders as follows:

	Votes For	% Votes For	Votes Against	% Votes Against
Roxanne Anderson	40,273,746	91.38	3,796,812	8.62
Rusty Lewis	43,381,337	98.43	689,744	1.57
William (Bill) Morris	43,332,999	98.33	738,082	1.67
Chuck Myers	43,400,727	98.48	670,354	1.52
Pamela Steer	39,650,435	89.97	4,420,646	10.03
Anna Tosto	38,455,606	87.26	5,615,475	12.74

2.  Ordinary resolution appointing Ernst & Young LLP as Quarterhill's auditors to hold office until the next annual meeting of Quarterhill's shareholders and authorizing the Board to fix their remuneration, which was approved by shareholders as follows:

Votes For	% Votes For	Votes Withheld	% Votes Withheld
43,788,418	99.36	282,663	0.64

3. Ordinary resolution to approve, adopt and ratify the proposed amendments to the Company's 2018 Equity Incentive Plan (the "Equity Plan") and approve the grant of unallocated awards under the Equity Plan, which was approved as follows:

Votes For	% Votes For	Votes Against	% Votes Against
40,788,846	92.55	3,282,235	7.45

4.  Ordinary resolution to approve, adopt and ratify the Company's employee share purchase plan, which was approved as follows:

Votes For	% Votes For	Votes Against	% Votes Against
41,423,618	93.99	2,647,463	6.01

About Quarterhill

Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our tolling and enforcement businesses, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com.

Forward-looking Information

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Such forward-looking statements relate to future events, conditions or future financial performance of ‎Quarterhill based on future economic conditions and courses of action. All statements other ‎than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", ‎‎"plan", "goal", "expect" and similar expressions.

Forward-looking statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎anticipated in such forward-looking statements. Material risk factors that could cause actual results to differ materially from the forward-looking statements contained in this news release include, among others, demand for Quarterhill's products and services; general economic and market conditions; competition; risks relating to technological advances and cyber-security; and other risks set forth in the Company's most recent annual information form available on SEDAR+ at www.sedarplus.ca. The Company believes the expectations reflected in ‎the forward-looking statements are reasonable, but no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon.‎ Material factors and assumptions used to develop the forward-looking statements contained in this news release include, among others: Quarterhill's ability to execute on its business plan; demand for Quarterhill's products and services; operating assumptions; and financial projections and cost estimates. Quarterhill has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 

View original content:https://www.prnewswire.com/news-releases/quarterhill-announces-annual-general-and-special-meeting-results-302145448.html

SOURCE Quarterhill Inc.

FAQ

What were the results of the 2024 Annual General and Special Meeting for Quarterhill (QTRHF)?

Shareholders approved the election of six directors, reappointed Ernst & Young LLP as auditors, adopted amendments to the 2018 Equity Incentive Plan, and approved the employee share purchase plan.

How did shareholders vote on the election of Quarterhill's board of directors?

Shareholders approved Roxanne Anderson, Rusty Lewis, William Morris, Chuck Myers, Pamela Steer, and Anna Tosto with votes ranging from 87.26% to 98.48% in favor.

Was Ernst & Young LLP reappointed as auditors for Quarterhill (QTRHF)?

Yes, Ernst & Young LLP was reappointed as auditors with 99.36% of votes in favor.

Did shareholders approve the amendments to Quarterhill's 2018 Equity Incentive Plan?

Yes, the amendments were approved with 92.55% of votes in favor.

What was the outcome of the vote on Quarterhill's employee share purchase plan?

The employee share purchase plan was approved with 93.99% of votes in favor.