Dirtt Environmental Solutions Ltd 8-K, filed May 2, 2022
Dirtt Environmental Solutions Ltd (DRTTF)
About this 8-K
Dirtt Environmental Solutions Ltd filed this 8-K on May 2, 2022, reporting on events of April 26, 2022.
Items reported
- Item 1.02: Ended a material agreement
- Item 3.03: Change to shareholders' rights
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.02. | Termination of a Material Definitive Agreement |
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
| Item 3.03. | Material Modification to Rights of Security Holders |
On December 7, 2021, the board of directors (the “Board”) of DIRTT Environmental Solutions Ltd. (the “Company”) adopted a shareholder rights plan. One right (a “Right”) was issued and attached to each common share of the Company outstanding and held of record at the close of business on December 17, 2021. The terms of the Rights were set forth in a shareholder rights plan agreement, dated as of December 7, 2021 (the “Effective Date”), by and between the Company and Computershare Trust Company of Canada, as rights agent (the “Rights Agreement”).
At the Company’s 2022 annual and special meeting of shareholders (the “Meeting”) held on April 26, 2022, shareholders were asked to ratify, confirm and approve the Rights Agreement. The Rights Agreement was not approved by shareholders at the Meeting and, as such, the Rights Agreement and all outstanding Rights thereunder terminated and became void and of no further force and effect at such time.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure and Appointment of Directors.
The Company held its Meeting on April 26, 2022. Based on the voting results of the Meeting, effective immediately thereafter: (i) each of Michael T. Ford, Denise E. Karkkainen, Shauna R. King, Todd W. Lillibridge, James (Jim) A. Lynch, Steven E. Parry and Diana R. Rhoten ceased to be a director of the Company; and (ii) each of Douglas A. Edwards, Aron R. English, Mary Garden, Cory J. Mitchell, Scott L. Robinson, Scott C. Ryan and Kenneth D. Sanders has been elected as a director of the Company.
Departure of Interim Chief Executive Officer and Director
At the Company’s Meeting on April 26, 2022, Todd Lillibridge was not elected by shareholders and ceased to be a director of the Company and its affiliates. Following the Company’s Meeting, Mr. Lillibridge’s appointment as the Interim President and Chief Executive Officer of the Company was terminated. Mr. Lillibridge will be entitled to the rights and payments set forth in his Letter Agreement dated January 18, 2022. Mr. Lillibridge’s Letter Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 19, 2022. The foregoing summary of Mr. Lillibridge’s rights under the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to that agreement, which is incorporated herein by reference.
Appointment of Interim Chief Executive Officer
On April 26, 2022, the Board appointed Jeffrey Calkins and Geoffrey Krause to serve as Interim Co-Chief Executive Officers effective immediately until a replacement is named (the “Service Period”). The Board has retained an executive search firm to identify a permanent Chief Executive Officer replacement.
Jeffrey Calkins, 62, has served as the Company’s Chief Operating Officer since March 2019, having served as the Company’s interim Chief Operating Officer from January 2019 until he was named to the role permanently. Prior to joining the Company, Mr. Calkins was a Principal Partner and the President of Manufacturing Resources, Inc., an interim management and consulting firm, from 2001 to 2019. Mr. Calkins holds a Master of Science degree in Industrial Administration and a Bachelor of Science degree in Industrial Engineering from Purdue University.
Geoffrey Krause, 52, has served as the Company’s Chief Financial Officer since June 2018. Prior to joining DIRTT, Mr. Krause served as the Chief Financial Officer of Pure Technologies Ltd., a company that developed and managed innovative technologies for critical infrastructure, from 2014 to 2018 before it was acquired by Xylem Inc. From 2010 to 2014, he served as Vice President, Internal Reporting of Tervita Corporation. Mr. Krause holds a Bachelor of Administration degree with distinction from the University of Regina and is a Chartered Professional Accountant (Chartered Professional Accountants Alberta).
Neither Mr. Calkins nor Mr. Krause has any family relationship with any other director or executive officer of the Company. Neither Mr. Calkins nor Mr. Krause has entered into any transactions since January 1, 2022, or any currently proposed transaction, with a director or executive officer (or immediate family member thereof) of the Company, exceeding $120,000, in which Mr. Calkins or Mr. Krause had or will have a direct or indirect material interest.
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There are no additional compensation arrangements in connection with the appointment of Mr. Calkins and Mr. Krause as Co-Interim CEOs.
| Item 5.07. | Submission of Matters to a Vote of Securities Holders |
At the Meeting, shareholders were requested to: (i) elect directors of the Company to hold office until the 2023 annual meeting or until their successors were duly elected or appointed; (ii) appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022, at such remuneration as may be determined by the Board; (iii) approve an amendment to the Corporation’s articles of amalgamation to change the Corporation’s name to “DIRTT Inc.”; (iv) approve the Company’s 2022 Employee Share Purchase Plan; and (v) approve the Company’s shareholder rights plan.
The final voting results of the matters voted upon at the Meeting were as follows:
Item No. 1 – Election of Directors. The final votes for and withheld for each nominee are set forth below:
| Nominee | Votes For | Votes Withheld | ||||||||||||||
| Number | Percent | Number | Percent | |||||||||||||
| The Company’s Nominees |
||||||||||||||||
| 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 | ||||||||||||
| 22NW’s Nominees |
||||||||||||||||
| 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 | ||||||||||||
| Kenneth D. Sanders |
54,163,263 | 78.43 | 15,470 | 0.02 | ||||||||||||
The seven nominees with the most votes in favor have been elected to the Board. Accordingly, each of Douglas A. Edwards, Aron R. English, Mary Garden, Cory J. Mitchell, Scott L. Robinson, Scott C. Ryan and Kenneth D. Sanders has been elected as a director of the Company.
Item No. 2 - Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP was approved as follows:
| Votes For | Votes Withheld | |||||
| Number | Percent | Number | Percent | |||
| 62,192,970 | 97.70% | 1,461,192 | 2.30% | |||
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Item No. 3 - Approval of Corporation Name Change. The amendment to the Company’s articles of amalgamation to change the Company’s name to “DIRTT Inc.” was not approved by shareholders as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||||
| Number | Percent | Number | Percent | Number | Percent | |||||
| 21,008,442 | 30.37% | 47,977,901 | 69.36% | 181,261 | 0.26% | |||||
Item No. 4 - Approval of 2022 Employee Share Purchase Plan. The Company’s 2022 Employee Share Purchase Plan was approved by shareholders as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||||
| Number | Percent | Number | Percent | Number | Percent | |||||
| 46,187,807 | 72.56% | 2,917,848 | 4.58% | 14,551,302 | 22.86% | |||||
Item No. 5 - Approval of Shareholder Rights Plan. The Company’s Shareholder Rights Plan was not approved by shareholders as follows:
| Votes For | Votes Against | Votes Abstaining | ||||||||
| Number | Percent | Number | Percent | Number | Percent | |||||
| 18,899,265 | 27.32% | 49,764,481 | 71.95% | 505,579 | 0.73% | |||||
| Item 7.01 | Regulation FD. |
The Company issued a press release announcing these management and Board changes on April 26, 2022. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1** | Press Release issued by DIRTT Environmental Solutions Ltd. on April 26, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIRTT Environmental Solutions Ltd. | ||||||
| Date: May 2, 2022 | By: | /s/ Charles R. Kraus | ||||
| Charles R. Kraus | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
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Exhibit 99.1
DIRTT Announces Results of Annual and Special
Meeting of Shareholders and Appointments
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
DIRTT is a building process powered by technology. The Company uses its proprietary ICE® software to design, manufacture and install fully customized interior environments. The technology drives DIRTT’s advanced manufacturing and provides certainty on cost, schedule and the final result. Complete interior spaces are constructed faster, cleaner and more sustainably. DIRTT has manufacturing facilities in Phoenix, Savannah, Rock Hill and Calgary. DIRTT works with distribution partners throughout North America. DIRTT trades on Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT.” For more information, visit dirtt.com/investors.
For more information, please contact:
Kim MacEachern
Investor Relations, DIRTT
Kmaceachern@dirtt.com
403.618.4539