Absolute Software Corporation Announces Meeting Date and Record Date and Approval of Advance Notice Policy
Vancouver, Canada: October 27, 2014 – Absolute® Software Corporation (TSX: ABT), the industry standard for persistent endpoint security and management solutions for computers, laptops, tablets and smartphones, today announced that it will hold its annual and special meeting of shareholders (the “Meeting”) on December 8, 2014. The record date for determining those shareholders entitled to vote at the Meeting has been set as the close of business on October 31, 2014.
Absolute also announced today the approval by its board of directors of an advance notice policy (the “Policy”) on October 25, 2014. The Policy requires, among other things, advance notice to the Company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company other than pursuant to: (i) a “proposal” made in accordance with Division 7 of the Business Corporations Act (British Columbia) (the “Act”); or (ii) a requisition of the shareholders made in accordance with section 167 of the Act.
The board of directors are committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote having been afforded reasonable time for appropriate deliberation.
The purpose of the Policy is to provide the Company’s shareholders, directors and management with a clear framework for nominating directors. The Policy fixes a time by which holders of record of common shares of Absolute must submit director nominations to the Secretary of the Company prior to any annual general meeting or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice to the Secretary of the Company for an effective nomination to be made. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.
In the case of an annual general meeting of shareholders, notice to the Company must be made not less than 30 nor more than 65 days prior to the date of the annual general meeting; provided, however, that in the event that the annual general meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual general meeting was made, notice may be given not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual general meeting), notice to the Company must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was given by the Company.
The Policy is effective and in full force and effect as of the date it was approved by the board of directors. In accordance with the terms of the Policy, the Policy will be put to shareholders of the Company for their approval at the Meeting, and if the policy is not confirmed at the meeting by ordinary resolution of shareholders, the Policy will terminate and be of no further force and effect following the termination of the Meeting.
For purposes of the Meeting, in accordance with the terms of the Policy, the board of directors has determined that notice of nominations of persons for election must be received by the Company in compliance with the Policy no later than the close of business on November 6, 2014.
The full text of the Policy is available under the Company’s profile on SEDAR at www.sedar.com.
Absolute empowers more than 12,000 customers worldwide to protect devices, data, applications, and users against theft or attack — both on and off the corporate network. With the industry’s only tamper-proof endpoint visibility and control solution, Absolute allows IT organizations to enforce asset management, security hygiene, and data compliance for today’s remote digital workforces. Absolute’s patented Persistence® technology is embedded in the firmware of Dell, HP, Lenovo, and 22 other leading manufacturers’ devices for vendor-agnostic coverage, tamper-proof resilience, and ease of deployment. See how it works at www.absolute.com and follow us at @absolutecorp.
This press release contains forward-looking statements and financial outlook that involve risks and uncertainties. These forward-looking statements and financial outlook relate to, among other things, the expected performance, functionality and availability of the Company’s services and products, and other expectations, intentions and plans contained in this press release that are not historical facts. When used in this press release, the words “plan,” “expect,” “believe” and similar expressions generally identify forward-looking statements. These statements reflect the Company’s current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and general market conditions. In light of the many risks and uncertainties, readers of the press release should understand that Absolute cannot assure them that the forward-looking statements and financial outlook contained in this press release will be realized. Furthermore, the forward-looking statements and financial outlook contained in this press release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements and financial outlook, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.