Quarterhill Announces Annual Meeting Results

Rhea-AI Summary

Quarterhill Inc. (TSX: QTRH, OTCQX: QTRHF) held its Annual and Special Meeting on April 21, 2022. Shareholders voted on key resolutions, resulting in the approval of the Board of Directors' nominees, the appointment of Ernst & Young LLP as auditors, and amendments to the 2018 Equity Incentive Plan. Notably, a shareholder proposal for director term limits was rejected, with 78.88% voting against it. The meeting reflects Quarterhill's ongoing commitment to governance and shareholder engagement.

Positive

• Approval of Board nominees with over 80% support.
• Appointment of Ernst & Young LLP as auditors received 99.37% approval.
• Amendment to the 2018 Equity Incentive Plan supported by 88.16% of votes.

Negative

• Shareholder proposal for director term limits rejected with 78.88% voting against.

TORONTO, April 25, 2022 /PRNewswire/ - Quarterhill Inc. ("Quarterhill") (TSX: QTRH) (OTCQX: QTRHF), announces results from its Annual and Special Meeting of shareholders ("AGM") that was held on Thursday April 21, 2022, at 9:30 a.m. (Eastern Daylight Time).

At the AGM, Quarterhill shareholders (present in person or by proxy) voted on the following matters, full details of which are set out in Quarterhill's March 10, 2022 Notice of Meeting and Management Information Circular (the "Circular") issued in connection with the AGM:

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

		Votes For	% Votes For	Votes Withheld	% Votes Withheld
	Roxanne Anderson	38,939,058	91.77%	3,493,602	8.23%
	Michel Tewfik Fattouche	37,907,573	89.34%	4,525,087	10.66%
	John Kendall Gillberry	34,109,888	80.39%	8,322,772	19.61%
	Bret Kidd	41,202,622	97.10%	1,230,038	2.90%
	Rusty Lewis	41,001,454	96.63%	1,431,206	3.37%
	James Douglas Skippen	34,292,034	80.82%	8,140,626	19.18%
	Pamela Steer	40,663,365	95.83%	1,769,295	4.17%
	Anna Tosto	38,772,719	91.37%	3,659,941	8.63%

2. an 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
44,978,362	99.37%	287,054	0.63%

3. an ordinary resolution approving an addendum relating to certain United States taxation matters to Quarterhill's 2018 Equity Incentive Plan, as set out in Exhibit A to the Circular, which was approved by shareholders as follows:

Votes For	% Votes For	Votes Against	% Votes Against
37,408,197	88.16%	5,024,463	11.84%

4. a special resolution approving an amendment to Quarterhill's current Articles of Incorporation to permit the Board to call and hold meetings of Quarterhill's shareholders in Canada or in any state in the United States in which Quarterhill or any of its subsidiaries has a physical office, as set out in Exhibit B to the Circular, which was approved by shareholders as follows:

Votes For	% Votes For	Votes Against	% Votes Against
39,448,124	92.97%	2,984,536	7.03%

5. a shareholder proposal that "Quarterhill Inc. adopt, with immediate effect, director term limits of 12 years", as set out in Exhibit C to the Circular, which was voted against by shareholders as follows:

Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstain	% Votes Abstain
6,714,994	15.83%	33,472,541	78.88%	2,245,125	5.29%

About Quarterhill

Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry, as well as, through its Wi-LAN Inc. subsidiary, a leader in Intellectual Property licensing. Our goal is global leadership in ITS, via organic growth of the Electronic Transaction Consultants, LLC (ETC) and International Road Dynamics, Inc. (IRD) platforms, 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, visit www.quarterhill.com 

Forward-looking Information

This news release contains forward-looking statements regarding Quarterhill and its business. Forward- looking statements are based on estimates and assumptions made by Quarterhill in light of its experience and its perception of historical trends, current conditions, expected future developments and the expected effects of new business strategies, as well as other factors that Quarterhill believes are appropriate in the circumstances. The forward-looking events and circumstances discussed herein may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Quarterhill, including: potential risks and uncertainties relating to the ultimate geographic spread of the novel coronavirus ("COVID-19"); the severity of the disease; the duration of the COVID-19 outbreak; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the potential negative impacts of COVID-19 on the global economy and financial markets and any resulting impact on Quarterhill and/or its business. Other factors include, without limitation, the risks described in Quarterhill's March 20, 2022 annual information form for the year ended December 31, 2021 (the "AIF"). In addition, readers are also urged to review the additional risk factors disclosed in our Management's Discussion and Analysis for our three months and year ended December 31, 2021 and 2020 filed on www.sedar.com. Quarterhill recommends that readers review and consider all of these risk factors and notes that readers should not place undue reliance on any of Quarterhill's forward-looking statements. 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-meeting-results-301531528.html

SOURCE Quarterhill Inc.

FAQ

What were the results of Quarterhill's AGM on April 21, 2022?

Quarterhill's AGM resulted in the approval of Board nominees and the appointment of Ernst & Young LLP as auditors, but a proposal for director term limits was rejected.

What percentage of votes supported the Board nominees at Quarterhill's AGM?

The Board nominees received over 80% support during the AGM.

How many shareholders voted in favor of Ernst & Young LLP as Quarterhill's auditors?

Ernst & Young LLP was approved as auditors with 99.37% of votes in favor.

What was the outcome of the shareholder proposal for director term limits at Quarterhill?

The shareholder proposal for director term limits was rejected, with 78.88% voting against it.

What is the significance of Quarterhill's AGM results for shareholders?

The AGM results reflect strong support for governance decisions but indicate shareholder resistance to term limits for directors.