Dirtt Environmental Solutions Ltd 8-K, filed May 7, 2021
Dirtt Environmental Solutions Ltd (DRTTF)
About this 8-K
Dirtt Environmental Solutions Ltd filed this 8-K on May 7, 2021, reporting on events of May 6, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2021
DIRTT ENVIRONMENTAL SOLUTIONS LTD.
(Exact name of Registrant as Specified in Its Charter)
| Alberta, Canada | 001-39061 | N/A | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7303 30th Street S.E.
Calgary, Alberta, Canada T2C 1N6
(Address of principal executive offices, including zip code)
(403) 723-5000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Shares, without par value | DRTT | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.07. | Submission of Matters to a Vote of Securities Holders. |
The Company held its 2021 annual meeting of shareholders (the “Meeting”) on May 6, 2021. At the Meeting, shareholders were requested to: (i) elect directors of the Company to hold office until the 2022 annual meeting or until their successors were duly elected or appointed; and (ii) appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, at such remuneration as may be determined by the Board.
The final voting results of the matters voted upon at the Meeting were as follows:
Item No. 1 – Election of Directors. The election of each director was approved as follows:
| Nominee | Votes For | Votes Withheld | ||||||||||||||
| Number | Percent | Number | Percent | |||||||||||||
| Michael T. Ford |
54,516,657 | 99.93 | 35,685 | 0.07 | ||||||||||||
| Denise E. Karkkainen |
48,695,171 | 89.26 | 5,857,171 | 10.74 | ||||||||||||
| Shauna R. King |
53,546,720 | 98.16 | 1,005,622 | 1.84 | ||||||||||||
| Todd W. Lillibridge |
48,695,090 | 89.26 | 5,857,252 | 10.74 | ||||||||||||
| James A. (Jim) Lynch |
54,516,608 | 99.93 | 35,734 | 0.07 | ||||||||||||
| Kevin P. O’Meara |
53,440,218 | 97.96 | 1,112,124 | 2.04 | ||||||||||||
| Steven E. Parry |
42,984,752 | 78.80 | 11,567,590 | 21.20 | ||||||||||||
| Diana R. Rhoten |
54,521,547 | 99.94 | 30,795 | 0.06 | ||||||||||||
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 | |||
| 60,021,145 |
100.00 | 1,831 | 0.00 | |||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1** | Press Release dated May 7, 2021 | |
| ** | Furnished herewith. |
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 7, 2021 |
By: |
/s/ Charles R. Kraus | ||||
| Charles R. Kraus | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
Exhibit 99.1
DIRTT Announces Results of Annual Meeting of Shareholders
CALGARY, Alberta, May 07, 2021 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT”) (NASDAQ: DRTT, TSX: DRT) is pleased to announce that all resolutions submitted to shareholders at its annual meeting of shareholders held on May 6, 2021, including the election of all eight nominees proposed as directors and listed in its Management Information Circular and Proxy Statement dated March 25, 2021, have passed.
The detailed results of the vote on the election of directors are as follows:
| Nominee | Votes For | Votes Withheld | ||||||
| Number | Percent | Number | Percent | |||||
| Michael T. Ford |
54,516,657 | 99.53 | 35,685 | 0.07 | ||||
| Denise E. Karkkainen |
48,695,171 | 89.26 | 5,857,171 | 10.74 | ||||
| Shauna R. King |
53,546,720 | 98.16 | 1,005,622 | 1.84 | ||||
| Todd W. Lillibridge |
48,695,090 | 89.26 | 5,857,252 | 10.74 | ||||
| James A. (Jim) Lynch |
54,516,608 | 99.93 | 35,734 | 0.07 | ||||
| Kevin P. O’Meara |
53,440,218 | 97.96 | 1,112,124 | 2.04 | ||||
| Steven E. Parry |
42,984,752 | 78.80 | 11,567,590 | 21.20 | ||||
| Diana R. Rhoten |
54,521,547 | 99.94 | 30,795 | 0.06 | ||||
Final voting results on all matters voted on at the annual meeting of shareholders will be filed on SEDAR (www.sedar.com) and EDGAR (www.sec.gov).
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