Vision Marine Technologies Inc 6-K, filed Apr 7, 2025
Vision Marine Technologies Inc. (VMAR)
About this 6-K
Vision Marine Technologies Inc filed this 6-K on April 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
Other Events
On or around April 7, 2025, Vision Marine Technologies Inc. (the “Company”) will begin mailing to certain shareholders of record as of the close of business on March 27, 2025, a voting proxy card, management information circular and notice of meeting pursuant to Quebec law, relating to its annual general meeting of shareholders to be held on May 15, 2025. Copies of certain of these documents are attached as Exhibits 99.1, 99.2, and 99.3 hereto.
General
The information contained in this Report on Form 6-K of the Company, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893) and Registration Statement on Form S-8 (File No. 333-264089).
Exhibit Index
| Exhibit No. | Exhibit | ||
| 99.1 | Vision Marine Technologies Inc. Notice of Annual General Meeting | ||
| 99.2 | Vision Marine Technologies Inc. Management Information Circular | ||
| 99.3 | Proxy Card |
SIGNATURE
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 hereunto duly authorized.
| VISION MARINE TECHNOLOGIES INC. | ||
| Date: April 4, 2025 | By: | /s/ Raffi Sossoyan |
| Name: | Raffi Sossoyan | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2025
Our Annual General Meeting of Shareholders at 10:00A.M. local time on May 15, 2025.
NOTICE IF HEREBY GIVEN that an annual general meeting and special meeting (the “Meeting) of shareholders (“Shareholders”) of Vision Marine Technologies Inc. (the “Corporation”) will be held in person at 1 Place Ville Marie, 39th Floor, Montreal, Quebec, H3B 4M7 on May 15, 2025, at 10 A.M., local time, for the following purposes:
| 1. | to fix the number of directors of the Corporation at six (6); |
| 2. | to elect the directors of the Corporation for the ensuing year; |
| 3. | to appoint M&K CPAs, PLLC as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors for the ensuing year; |
| 4. | to amend the general by-laws of the Corporation in order to reduce the quorum required for shareholders’ meetings from 20% to 5% of the votes entitled to be cast at a shareholder’s meeting; and |
| 5. | to adopt the amended and restated Stock Option Plan. |
This notice of Meeting is accompanied by: (a) the management information circular dated March 27, 2025 (the “Circular”); and (b) either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders.
Shareholders may attend the Meeting online at https://teams.microsoft.com/l/meetup- join/19%3ameeting_NWQzMTBhODctMThhMy00MjRmLWI4MWUtOWMxMTA0MGYwODZl%40thread.v 2/0?context=%7b%22Tid%22%3a%2213e04050-e499-4663-b9d3- 53d4ab591fe4%22%2c%22Oid%22%3a%22e0b3f416-1446-4062-8bfd-47254d1384f0%22%7d or may be represented by proxy. Whether or not Shareholders are able to attend the Meeting, registered and non-registered Shareholders are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. Please review the Circular carefully and in full prior to voting in relation to the matters set out above as the Circular has been prepared to help you make an informed decision on such matters.
Shareholders may register and log into the live audio webcast platform from 9:30 a.m. We would appreciate your early registration so that the Meeting may start promptly at 10:00 a.m.
DATED this March 27, 2025
BY THE ORDER OF THE BOARD OF DIRECTORS
| /s/ Alexandre Mongeon | |
| Alexandre Mongeon, CEO |
Exhibit 99.2
VISION MARINE TECHNOLOGIES INC.
MANAGEMENT INFORMATION CIRCULAR
All information as at March 27, 2025, except where indicated.
VOTING INFORMATION
This Management Information Circular (“Circular”) is provided in connection with the solicitation of proxies (“Proxies”) by management of Vision Marine Technologies Inc. (the “Corporation”) from the holders of common shares of the Corporation (“Common Shares”) in respect of the Annual General Meeting (the “Meeting”) of Shareholders (the “Shareholders”) of the Corporation to be held on May 15, 2025, at the time and place and for the purposes set out in the accompanying notice of meeting (the “Notice of Meeting”).
While it is expected that the solicitation will be made primarily by mail, Proxies may be solicited personally or by telephone by directors, officers, agents and employees of the Corporation. All costs of this solicitation will be borne by the Corporation. All amounts in this document are in $CDN unless otherwise noted.
Voting
At the Meeting, each registered Shareholder and each proxyholder (the “Proxyholder”) (representing a registered or non-registered Shareholder) is entitled to one vote, unless a poll is required or requested, whereupon each such Shareholder and Proxyholder is entitled to one vote for each share held or represented, respectively. To approve a motion proposed at the Meeting a majority of greater than 50% of the votes cast will be required (an “ordinary resolution”) unless the motion requires a “special resolution” in which case a majority of 66 2/3% of the votes cast will be required.
Appointment of Proxyholders
A Shareholder has the right to appoint a person (who need not be a Shareholder) to represent the Shareholder at the Meeting other than the persons named in the Proxy as Proxyholders. To exercise this right, the Shareholder must insert the name of the Shareholder’s nominee in the space provided or complete another Proxy.
The persons named in the accompanying Proxy as Proxyholders are our directors or officers.
A Shareholder completing the enclosed Proxy may indicate the manner in which the persons named in the Proxy are to vote with respect to any matter by marking an “X” in the appropriate space. On any poll required (for the reason described above) or requested, those persons will vote or withhold from voting the shares in respect of which they are appointed in accordance with the directions, if any, given in the Proxy, provided such directions are certain.
If a Shareholder wishes to confer a discretionary authority with respect to any matter, then the space should be left blank. In such instance, the Proxyholder, if nominated by management, intends to vote the shares represented by the Proxy in favour of the motion.
The enclosed Proxy, when properly signed, confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may be properly brought before the Meeting. At the time of printing of this Circular, our management is not aware that any such amendments, variations or other matters to be presented for action at the Meeting. If, however, other matters which are not now known to the management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominees.
The Proxy must be dated and signed by the Shareholder or the Shareholder’s attorney authorized in writing. In the case of a corporation, the Proxy must be dated and duly executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation.
The completed Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy thereof, must be deposited with our transfer agent in accordance with the instructions and before the time set out in the Proxy. Proxies received after such time may be accepted or rejected by the Chair of the Meeting at the Chair’s discretion. Non- registered Shareholders that are OBOs (as defined below under “Non-registered Shareholders”) must deliver their completed Proxies in accordance with the instructions given by their financial institution or other intermediary that forwarded the Proxy to them.
Registered Shareholders
Only Shareholders registered as Shareholders (“Registered Shareholders”) in our shareholder registry maintained by our registrar and transfer agent or duly appointed Proxyholders (except as discussed below under “Non-registered Shareholders”) will be recognized to make motions or vote at the Meeting.
Non-registered Shareholders
Many Shareholders are “non-registered” Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person (the “Non-Registered Shareholder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSP’s, RRIF’s, RESP’s, TFSA’s and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.
There are two kinds of Non-Registered Shareholders: those who object to their name being made known to the issuers of securities which they own (called ‘OBOs’ for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called ‘NOBOs’ for Non-Objecting Beneficial Owners). Subject to the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of Reporting Issuers (“NI 54-101”), issuers can request and obtain a list of their NOBOs from intermediaries via their transfer agents and use the NOBO list for distribution of proxy-related materials directly to NOBOs. We are not using the notice and access provisions of NI 54-101 this year.
Solicitation of Proxies
The enclosed form of proxy is being solicited by the management of the Corporation for use at the Meeting. While it is expected that the solicitation will be primarily by mail, Proxies may be solicited personally or by telephone or electronically by the directors and regular employees of the Corporation or other proxy solicitation services. All costs of solicitation will be borne by the Corporation.
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Non-Objecting Beneficial Owners
Under the provisions of NI 54-101, we will be directly delivering proxy-related materials to our NOBOs who have not waived the right to receive them. As a result, NOBOs can expect to receive a Voting Instruction Form (“VIF”), together with the Notice of Meeting, this Circular and related documents from our transfer agent, VStock Transfer LLC. These VIFs are to be completed and returned to VStock Transfer LLC in the envelope provided, or by facsimile, or voted using the telephone or internet alternatives included on the VIF. In this regard, VStock Transfer LLC is required to follow the voting instructions properly received from NOBOs.
Our transfer agent will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive. NOBOs should carefully follow the instructions of VStock Transfer LLC, including those regarding when and where to complete the VIFs that are to be returned to VStock Transfer LLC.
Should a NOBO wish to vote at the Meeting, the NOBO must insert the name of the NOBO (or the name of the person that the NOBO wants to attend and vote on the NOBO’s behalf) in the space provided on the VIF and return it to VStock Transfer LLC. If VStock Transfer LLC or the Corporation receives a written request that the NOBO or its nominee be appointed as Proxyholder, and if management is holding a Proxy with respect to Common Shares beneficially owned by such NOBO, we will arrange, without expense to the NOBO, to appoint the NOBO or its nominee as proxy holder in respect of those Common Shares. Under NI 54-101, unless corporate law does not allow it, if the NOBO or its nominee is appointed as proxy holder by the Corporation in this manner, the NOBO or its nominee, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. If we receive such instructions at least one business day before the deadline for submission of proxies, we are required to deposit the proxy within that deadline, in order to appoint the NOBO or its nominee as proxy holder. If a NOBO requests that the NOBO or its nominee be appointed as Proxyholder, the NOBO or its appointed nominee, as applicable, will need to attend the meeting in order for the NOBOs vote to be counted.
NOBOs that wish to change their vote must, at least two business days in advance of the Meeting, contact VStock Transfer LLC to arrange to change their vote.
These securityholder materials are being sent to both Registered Shareholders and Non- Registered Shareholders. If you are a Non-Registered Shareholder and we (or our agent) have sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf.
By choosing to send these materials to you directly, we (and not the Intermediary holding on your behalf) have assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. We do not intend to pay the costs of Intermediaries forwarding the securityholder materials to OBOs. In the case of an OBO, the OBO will only receive the securityholder materials where the Intermediary has assumed such costs.
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In accordance with the requirements of NI 54-101, we have distributed copies of the Notice of Meeting, this Circular, the form of proxy and related documents (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to OBOs. Intermediaries are required to forward the Meeting Materials to OBOs unless in the case of certain proxy-related materials the OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. With those Meeting Materials, Intermediaries or their service companies should provide OBOs of Common Shares with a “request for voting instruction form” which, when properly completed and signed by such OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit OBOs of Common Shares to direct the voting of the Common Shares that they beneficially own.
Should an OBO of Common Shares wish to vote at the Meeting, insert the OBO’s name (or the name of the person the OBO wants to attend and vote on the OBO’s behalf) in the space provided for that purpose on the request for voting instructions form and return it to the OBO’s Intermediary or send your Intermediary another written request that the OBO or its nominee be appointed as proxy holder. The Intermediary is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or its nominee as proxy holder in respect of the OBO’s Common Shares. Under NI 54-101, unless corporate law does not allow it, if the Intermediary makes an appointment in this manner, the OBO or its nominee, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of the Intermediary (who is the Registered Shareholder) in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint the OBO or its nominee as proxy holder. If an OBO requests that the Intermediary appoint the OBO or its nominee as proxyholder, the OBO or its appointed nominee, as applicable, will need to attend the meeting in order for the OBO’s vote to be counted.
OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered. Only Registered Shareholders have the right to revoke a proxy. OBOs of Common Shares who wish to change their vote must, at least two business days in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set out above.
Shareholders with questions respecting the voting of Common Shares held through a stockbroker or other financial Intermediary should contact that stockbroker or other Intermediary for assistance. Shareholders with questions respecting the voting of Common Shares held through a stockbroker or other financial Intermediary should contact that stockbroker or other Intermediary for assistance.
Revocation of Proxies
Shareholders have the power to revoke Proxies previously given by them. Revocation can be effected by an instrument in writing (which includes a Proxy bearing a later date) signed by a Shareholder or the Shareholder’s attorney authorized in writing and in the case of a corporation, duly executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation, and either delivered to our registered office at 730 Boulevard du Curé-Boivin, Boisbriand, Quebec J7G 2A7, Canada, or to our transfer agent, VStock Transfer LLC by mail to VStock Transfer LLC, 18 Lafayette Place, Woodmere, New York, 11598, United States, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, or deposited with the Chair of the Meeting on the day of the Meeting.
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Exercise of Discretion
If the instructions in a Proxy are certain, the Common Shares represented thereby will be voted on any poll by the persons named in the Proxy, and, where a choice with respect to any matter to be acted upon has been specified in the Proxy, the Common Shares represented thereby will, on a poll, be voted or withheld from voting in accordance with the specifications so made.
Where no choice has been specified by the Shareholder, and the management Proxyholders have been appointed, such Common Shares will, on a poll, be voted in accordance with the notes to the form of Proxy.
The enclosed Proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the persons appointed Proxyholder thereunder to vote with respect to any amendments or variations of matters identified in the Notice of Meeting and this Circular and with respect to other matters which may properly come before the Meeting.
Interest of Certain Persons in Material Transactions
Except as disclosed herein or in the Corporation’s audited financial statements, since the commencement of the Corporation’s most recently completed financial year, no informed person of the Corporation, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries. An “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Corporation itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its Common Shares.
Indebtedness of Directors and Executive Officers
As at the date of this Circular, no executive officer, director, employee or former executive officer, director or employee of the Corporation or any of its subsidiaries is indebted to the Corporation, or any of its subsidiaries, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation, or any of its subsidiaries.
Voting Securities and Principal Holders of Voting Securities
Our authorized share capital consists of an unlimited number of common shares without par value. We are also authorized to issue an unlimited number of preferred shares without par value, in one (1) or more series, each series to consist of such number of shares as may before issuance thereof be determined by the board of directors of the Corporation (the “Board of Directors”).
As at March 27, 2025, the record date for this Meeting (the “Record Date”), we have issued and outstanding 10,400,665 fully paid and non-assessable Common Shares, each share carrying the right to one vote.
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Any Shareholder of record at the close of business on the Record Date is entitled to vote online or by proxy at the Meeting. The quorum for the transaction of business at a meeting of Shareholders is one person who is, or who represents by proxy, Shareholders who, in the aggregate, hold at least 50% of the issued Common Shares entitled to be voted at the meeting.
To the best of the knowledge of our directors and senior officers, there are no Persons who, or corporations which, beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all of our outstanding Common Shares.
PARTICULARS OF MATTERS TO BE ACTED UPON
Number of Directors
In order to continue to improve the competencies of board of directors of the Corporation (the “Board of Directors”), on February 10, 2025, the Board of Directors adopted a resolution to amend the By-laws of the Corporation to increase the number of directors from five (5) to six (6) directors and named Pierre-Yves Terrisse as the new addition to the Board of Directors so it presently consists of six (6) directors. Shareholders will be asked at the Meeting to ratify and confirm the Amendment of the Corporation’s By- laws and to set the number of directors to be elected for the ensuing year at six (6), subject to any increases and or other changes as may be permitted by the articles of the Corporation and the provisions of the Business Corporations Act (Québec) (“Business Corporations Act”).
The Corporation’s Board of Directors recommends a vote “FOR” the ratification and confirmation of the Corporations By-laws and approving the setting of the number of directors at six (6). In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the ratification and confirmation of the Corporations By-laws and the FOR the approval of the resolution setting the number of directors at six (6).
Election of Directors
The Board of Directors currently consists of six (6) directors, being Anthony E. Cassella, Jr., Dr. Philippe Couillard, Steve P. Barrenechea, Pierre-Yves Terrisse, Luisa Ingargiola and Alexandre Mongeon. The term of office of each of the present directors expires at the Meeting. The persons named below will be presented for election at the Meeting as management’s nominees. Management does not contemplate that any of these nominees will be unable to serve as a director.
Each director elected will hold office until our next annual general meeting or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with our Articles or with the provisions of the Business Corporations Act.
At the Meeting, we will ask Shareholders to vote for the election of the six nominees proposed by us as directors. Each holder of Common Shares will be entitled to cast their votes for or withhold their votes from the election of each director.
Nominees
The following table provides information on the five nominees proposed for election as directors, the province or state and country in which each is ordinarily resident and the period during which each has served as a director.
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The table also details the principal occupation of each nominee during the last five years as well as the nominees’ current equity ownership consisting of Common Shares beneficially owned, directly or indirectly, or controlled or directed and credited to each nominee as at the date hereof.
|
Number of securities beneficially owned, |
Meeting | |||||||
|
Name, position and |
Principal occupation or employment during |
Director |
controlled or directed, directly or |
Attendance | ||||
| place of residence | the past five years | since | indirectly(4) | |||||
|
Anthony E. Cassella, Jr.(2) Director Florida, United States |
Executive Vice President Finance and Chief Accounting Officer of MarineMax, Inc. (February 2023 – Present) | February 2024 |
10,725 Common Shares |
80% | ||||
| Dr. Philippe Couillard(1)(3), Director Québec, Canada |
Member of the board of directors of Diagnos inc. (2024 – Present)
Member of board of directors of Atlantic Salmon Federation (2020 – Present) |
September 2023 | Nil | 100% | ||||
|
Member of board of directors of Carebook Technologies Inc. (2020 – 2025) |
||||||||
|
Steve P. Barrenechea(1)(2)(3), Director California, United States |
Consultant | September 2020 |
12,896 Common Shares |
100% | ||||
|
Luisa Ingargiola(1)(2)(3), Director Florida, United States |
Chief Financial Officer of Avalon GloboCare (February 2017 - Present) Director of Progress Acquisition Corp. (November 2020 - Present) Director of ElectraMeccanica Vehicles Corp. (March 2018 - Present) Director of AgEagle Aerial Systems Inc. (May 2018 - Present) |
September 2020 |
12,896 Common Shares |
100% | ||||
|
Alexandre Mongeon, Chief Executive Officer and Director Quebec, Canada |
Chief Executive Officer of the Corporation |
August 2014 |
10,201 Common Shares |
100% | ||||
|
Pierre Yves Terrisse Director Quebec, Canada |
Vice President of Corporate Development of NanoXplore (January 2024 - Present) Managing Director Investment Banking of Quebec Industrial Alliance Capital Markets (2022 - 2023) Managing Director Institutional Equity Sales of Ventum Capital (2013 - 2022) |
February 2025 |
Nil |
Nil | ||||
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Notes:
| (1) | Member of the Audit Committee | |
| (2) | Member of the Compensation Committee | |
| (3) | Member of the Nominating and Corporate Governance Committee | |
| (4) | The information as to Common Shares beneficially owned, not being within the knowledge of the Corporation, has been obtained from SEDI or furnished by the proposed directors individually |
Experience of the Nominees for Election as Directors
Anthony E. Cassella, Jr. - Director
Anthony E. Cassella, Jr. has served as Executive Vice President Finance of MarineMax since February 2023, Vice President since February 2016, Chief Accounting Officer since October 2014, and Vice President of Accounting and Shared Services since February 2011. Mr. Cassella served as Director of Shared Services at MarineMax from October 2007 until February 2011 and Regional Controller from March 1999 until October 2007. Mr. Cassella was the Controller of Merit Marine which MarineMax acquired in March 1999. Mr. Cassella, a certified public accountant, worked in public accounting from June 1991 to February 1998, serving most recently as Manager.
Dr. Philippe Couillard - Director
From 2014 to 2018, Dr. Couillard served as the 31st Premier (First Minister) of Quebec. Prior to that, Dr. Couillard served as the Minister of Health for the province of Quebec from 2003 to 2008. Dr. Couillard also served as a Member of the National Assembly from 2003 to 2008 and from 2013 to 2018. Dr. Couillard is currently a member of various boards of directors, including the boards of Diagnos inc. (2024-present) (TSX-V: ADK.V) and the Atlantic Salmon Federation (2020- present). Dr. Couillard was previously a member of the board of directors of Carebook Technologies Inc. (2020-2025) (TSX-V: CRBK.V) and the Canadian Cancer Society (2019-2023). Dr. Couillard began his career practicing neurosurgery inter-nationally from 1985 to 2003. Dr. Couillard served as Chief Surgeon in the Department of Neurosurgery at the Hôpital Saint-Luc in Montréal from 1989 to 1992 and was chairman of surgery at the University of Sherbrooke from 1996 to 2003. Dr. Couillard also co-founded the Dhahran Department of Neurosurgery in Saudi Arabia, where he practiced from 1992 to 1996. Dr. Couillard received his medical degree in 1979 and completed his specialty training in neurosurgery in 1985 at the Université de Montréal.
Steve P. Barrenechea - Director
Steve Barrenechea is an accomplished entrepreneur and advisor, with over 30 years of primary hands on expertise covering the hospitality and renewable and alternative energy industries, with a focus on electric vehicles and battery technologies. Mr. Barrenechea has held numerous senior management and primary consulting positions with both public and private companies throughout his career, with particular emphasis in corporate governance, directorships, corporate development, investor relations, and early stage operations. He has in the past sat on the Board of Directors of The Creative Coalition (sponsors discussion of issues such as education policy, the role of media, campaign reform), Child Guidance Center of Connecticut, and The American Red Cross. Mr. Barrenechea holds a BBA in Economics from The Stern School, New York University.
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Luisa Ingargiola - Director
Luisa Ingargiola has served as Chief Financial Officer of Avalon GloboCare since 2017. From 2007 to 2016, Ms. Ingargiola served as Chief Financial Officer of MagneGas Corporation (and board member from 2016 to June 2018). Ms. Ingargiola currently serves as board member and audit committee chair of FTE Networks and ElectraMeccanica Vehicles Corp. She also serves as a board member for Globe Photos, Inc., Operation Transition Assistance Corporation and The JBF Foundation Worldwide. Ms. Ingargiola received her Bachelors of Science from Boston University and her Masters of Business Administration from the University of Florida.
Alexandre Mongeon - Chief Executive Officer and Director
Alexandre Mongeon has been employed by us since 2014 as our Chief Executive Officer. From 1999 to 2015, he imported high-performance boats from the United States to Canada. During much of that time, 1999 to 2016, he also worked as a designer and contractor for a Contractor 91340489 QC and managed several new construction projects on the waterfront in and around Montreal. Mr. Mongeon is a graduate of the School of Construction in Laval, Quebec with a specialization in electricity.
Pierre Yves Terrisse - Director
Pierre-Yves Terrisse has been the Vice-President Corporate Development of NanoXplore since January 2024. From 2022 to December 2023, he served as Managing Director Investment Banking with Quebec Industrial Alliance Capital Markets, and, from 2013 to 2022, he served as Managing Director Institutional Equity Sales at Ventum Capital (formerly Echelon Wealth Partners). From 2006 to 2012, Mr. Terrisse was Vice-President Institutional Equity Sales with Dundee Securities. He obtained a BBA in Finance from the Université du Québec à Montréal in 1993.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the best of management’s knowledge, other than described herein, no proposed director is, or has been within the last ten years, a director or executive officer of any company that:
| (a) | while that person was acting in that capacity was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or |
| (b) | after the director or executive officer ceased to be a director or executive officer, was the subject of a cease trade or similar order or an order which resulted from an event that happened while the director acted in that capacity that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or |
| (c) | while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. |
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To the best of management’s knowledge, no proposed director has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.
None of our directors has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
The Corporation’s Board of Directors recommends a vote “FOR” the appointment of each of the nominees as directors. In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed Proxy intend to vote FOR the election of the directors set out in the table above.
Appointment and Remuneration of Auditor
Shareholders will be asked to approve the appointment of M&K CPAs, PLLC as our auditor to hold office until the next annual general meeting of the Shareholders at remuneration to be fixed by the directors.
M&K CPAs, PLLC was appointed as the Corporation’s auditor on May 31, 2024.
The Corporation’s Board of Directors recommends a vote “FOR” the appointment of M&K CPAs PLLC as our auditor to hold office until the next annual general meeting of the Shareholders, at a remuneration to be fixed by the directors.
Amendment to General By-Laws
The Corporation wishes to amend its general by-laws (the "By-Laws") to reduce the quorum.
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve a resolution (the " By-Laws Amendment Resolution") amending section 4 of the general by-laws of the Corporation (the "By-Laws") to reduce the quorum required for shareholders’ meetings from 20% to 5% of the votes entitled to be cast at a shareholder’s meeting.
Accordingly, the Vision Marine Shareholders will be asked to approve the following resolution:
BE IT RESOLVED THAT:
| 1. | The quorum for any shareholders’ meeting, as provided by section 14 of the By-Laws, shall be reduced from 20% to 5% of the votes entitled to be cast at a shareholder’s meeting; |
| 2. | Section 14 of the By-Laws shall be amended and substituted by the amended Section 14 in the form attached as Schedule B to the Corporation’s management information circular dated March 27, 2025 |
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| 3. | notwithstanding that this resolution has been duly passed by the holders of common shares of the Corporation, the directors of the Corporation are hereby authorized and empowered, if they decide not to proceed with the aforementioned resolution, to revoke this resolution at any time without further notice to or approval of the shareholders of the Corporation; and |
| 4. | any one or more director or officer of the Corporation is hereby authorized, for and on behalf and in the name of the Corporation, to execute and deliver, whether under corporate seal of the Corporation or otherwise, the articles of amendment reflecting such Amendment and all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.” |
The Corporation’s Board of Directors recommends a vote “FOR” the Approval of the By-Laws Amendment Resolution. In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed Proxy intend to vote FOR the Approval of the By-Laws Amendment Resolution.
Stock Option Plan
The Corporation currently has in place a stock option plan, adopted on April 23, 2021. The Corporation is seeking Shareholder approval for an amended and restated stock option plan (the “Option Plan”).
The following is a summary of the material terms of the Option Plan and the resolutions proposed relating thereto.
Approval of Stock Option Plan
On March 27, 2025, the Board approved the Option Plan, subject to receipt of shareholder approval.
Description of Amended and Restated Stock Option Plan
The Option Plan provides for the issuance of stock options (an “Option”) to acquire at any time up to a maximum of the lesser of (i) 10% of the Corporation’s issued and outstanding Common Shares, including previously granted stock options; and (ii) such number of Common Shares as, when combined with all other Common Shares subject to grants made under the Corporation’s other share compensation arrangements would not exceed 10% of the outstanding Common Shares. The Option Plan is considered a “rolling” stock option plan as the number of Shares reserved under the Option Plan increases with the number of the Corporation’s issued and outstanding Shares.
The purpose of the Option Plan is to provide certain directors, officers and key employees of, and certain other persons who provide services to, the Corporation and its subsidiaries with an opportunity to purchase Shares of the Corporation and benefit from any appreciation in the value of such Shares. This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Corporation, thus enhancing the value of the Shares for the benefit of all the Shareholders and increasing the ability of the Corporation and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Corporation.
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Under the Option Plan, an Option must be exercised within a period of 10 years from the date of grant. Within this 10-year period, the Board may determine a shorter period during which an Option can be exercised. Any amendment to the Option Plan may require Shareholder approval. If ratification of the Plan or a modified version thereof is not obtained, the Corporation will not proceed to grant options under the Plan.
The following is a summary of the principal terms of the Option Plan:
Eligible Participants
The Option Plan provides that stock options may be granted to the Corporation’s directors, officers, employees and consultants (and those of its subsidiaries).
Shares Available for Issuance
The Option Plan is considered a “rolling” stock option plan, as the number of shares available for issue under the Option Plan increases with the number of the Corporation’s issued and outstanding shares. The maximum number of Common Shares that may be issuable under the Option Plan is a number equal to the lesser of (i) 10% of the Corporation’s issued and outstanding Common Shares, including previously granted stock options; and (ii) such number of Common Shares as, when combined with all other Common Shares subject to grants made under the Corporation’s other share compensation arrangements (including the RSU Plan) would not exceed 10% of the outstanding Common Shares.
The Option Plan is also considered an “evergreen” stock option plan, as when an option is exercised or expires or otherwise terminates for any reason, the number of Shares reserved for issuance under that expired or terminated stock option again become available for the purposes of the Option Plan. Any stock option outstanding when the Option Plan is terminated will remain in effect until such Option is exercised or it expires.
Limitations on the Grant of Options
The Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options, in what amounts and for what term, subject to the following conditions:
| (a) | The maximum number of Shares which may be reserved for issuance under the Plan shall be lesser of (i) 10% of the Corporation’s issued and outstanding Common Shares, including previously granted stock options; and (ii) such number of Common Shares as, when combined with all other Common Shares subject to grants made under the Corporation’s other share compensation arrangements (including the RSU Plan) would not exceed 10% of the outstanding Common Shares; |
| (b) | The maximum number of Shares which may be reserved for issuance to any one Option Holder under the Plan shall be 5% of the Corporation’s issued and outstanding Common Shares; |
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| (c) | The maximum number of Options which may be granted in any 12-month period shall be 10% of the Corporation’s issued and outstanding Common Shares; |
| (d) | The maximum number of Options which may be granted to any one Option Holder in any 12-month period shall be 5% of the Corporation’s issued and outstanding Common Shares; and |
| (e) | The expiry date of an Option shall be no later than the tenth anniversary of the grant date of such option. |
Exercise Price
The price at which an Option holder may purchase a Common Share upon the exercise of an Option will be as set out in the option certificate issued in respect of the Option. In no case will a stock option be exercisable at a price less than the minimum prescribed by the rules or policies of the Stock Exchange or the applicable regulatory authorities that would apply to the award of the stock option in question.
Expiration or Termination
Under the Option Plan, an Option holder may exercise an Option in whole or in part at any time and from time to time during the exercise period. Any Option or part thereof not exercised within the exercise period shall terminate and become null, void and of no effect as of the expiry time. The expiry date of an Option shall be the date so fixed by the Board at the time the Option is granted as set out in the option certificate or, if no such date is set out in for the option certificate, the date established, as applicable, in paragraphs (a) or (b) below:
| (a) | Ceasing to Hold Office - In the event that the Option holder holds his or her Option as an Executive and such Option holder ceases to hold such position other than by reason of death or Disability, the expiry date of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th day following the date the Option holder ceases to hold such position unless the Option holder ceases to hold such position as a result of: |
| (i) | ceasing to meet the qualifications set forth in the corporate legislation applicable to the Corporation; |
| (ii) | a special resolution having been passed by the Shareholders of the Corporation removing the Option holder as a director of the Corporation or any subsidiary; or |
| (iii) | an order made by any Regulatory Authority having jurisdiction to so order; |
in which case the expiry date shall be the date the Option holder ceases to hold such position; OR
| (b) | Ceasing to be Employed or Engaged - In the event that the Option holder holds his or her Option as an Employee or Consultant, other than an Option holder who is engaged in investor relations activities, and such Option holder ceases to hold such position other than by reason of death or Disability, the expiry date of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th day following the date the Option holder ceases to hold such position, or, in the case of an Option holder that is engaged in investor relations activities, the 30th day after the date such Option holder ceases to hold such position, unless the Option holder ceases to hold such position as a result of: |
| (i) | termination for cause; |
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| (ii) | resigning or terminating his or her position; or |
| (iii) | an order made by any Regulatory Authority having jurisdiction to so order; |
in which case the expiry date shall be the date the Option holder ceases to hold such position.
In the event that the Option holder ceases to hold the position of executive, employee or consultant for which the Option was originally granted, but comes to hold a different position as an executive, employee or consultant prior to the expiry of the Option, the Board may, in its sole discretion, choose to permit the Option to stay in place for that Option holder with such Option then to be treated as being held by that Option holder in his or her new position. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the expiry date of the Option.
Vesting
Stock options granted to executives, employees or consultants will vest as determined by the Board. The Board may elect, at any time, to accelerate the vesting schedule of one or more Options.
Amendments to the Plan
Subject to any required regulatory approvals, the Board of Directors of the Corporation may amend any existing Option or the Option Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would not:
| (a) | Materially decrease the rights or benefits accruing to an Option holder; or |
| (b) | Materially increase the obligations of an Option holder; |
then, unless otherwise excepted out by a provision of the Option Plan, the Board of Directors must also obtain the written consent of the Option holder in question to such amendment. If at the time the exercise price of an Option is reduced and the Option holder is an Insider of the Corporation, the Insider must not exercise the option at the reduced exercise price until the reduction in exercise price has been approved by disinterested Shareholders of the Corporation.
Shareholder Approval
The resolution respecting the re-approval and ratification of the Option Plan, as amended, and the grants of options thereunder (the “Option Plan Resolution”) must be approved by a majority of the votes cast by Shareholders of the Corporation present or represented by proxy at the Meeting.
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The text of the Option Plan Resolution is set out below.
Resolution Approving the Adoption of the Option Plan
The ordinary resolution to approve the Option Plan, as amended, which will be presented at the Meeting and, if deemed appropriate, adopted with or without variation is as follows:
“IT IS RESOLVED THAT:
| 1. | The Option Plan be amended, such that the maximum number of Common Shares issuable pursuant to the Option Plan, when combined with all other Common Shares subject to grants made under the Corporation’s other share compensation arrangements would not exceed 10% of the outstanding Common Shares. |
| 2. | Subject to the Corporation receiving any other regulatory approvals if so required, the Option Plan as described in the management information circular dated March 27, 2025, and all unallocated entitlements issuable pursuant to the Option Plan are hereby approved and ratified and authorized for issuance until the date that is one year from the date of the Meeting; and |
| 3. | Any one director or officer of the Corporation is authorized and directed on behalf of the Corporation to execute all documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the foregoing provisions of this resolution.” |
The Board of Directors recommends a vote “FOR” the Stock Option Plan Resolution. In the absence of a contrary instruction, the persons designated by management of the Corporation in the enclosed form of proxy intend to vote FOR the Stock Option Plan resolution set out above.
EXECUTIVE COMPENSATION
When determining the compensation arrangements for the Named Executive Officers (as defined in the Named Executive Officers section below) of the Corporation, our Compensation Committee considers the objectives of: (i) retaining an executive critical to our success and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and our shareholders; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.
Benchmarking
We have a Compensation Committee for matters of management’s compensation. The Compensation Committee considers a variety of factors when designing and establishing, reviewing and making recommendations for executive compensation arrangements for all our executive officers. The Compensation Committee does not intend to position executive pay to reflect a single percentile within the industry for each executive. Rather, in determining the compensation level for each executive, the Compensation Committee will look at factors such as the relative complexity of the executive’s role within the organization, the executive’s performance and potential for future advancement and pay equity considerations.
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Elements of Compensation
The compensation paid to Named Executive Officers in any year consists of two primary components:
| (a) | base salary; and |
| (b) | long-term incentives in the form of stock options granted under our Stock Option Plan (as defined below). |
The key features of these two primary components of compensation are discussed below.
Base Salary
Base salary recognizes the value of an individual to our company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which we compete for talent. Base salaries for the Named Executive Officers are intended to be reviewed annually. Any change in base salary of a Named Executive Officer is generally determined by an assessment of such executive’s performance, a consideration of competitive compensation levels in companies similar to the Corporation (in particular, companies in the EV industry) and a review of our performance as a whole and the role such executive officer played in such corporate performance.
Stock Option Plan
The Corporation has, since April 23, 2021, a Share Option Plan (the “Plan”) the purpose of which is to provide to eligible employees, advisors or consultants an opportunity to participate in the ownership of the Corporation, to encourage team work and cooperation, to improve organizational performance, and to improve the Corporation’s ability to retain skilled employees, advisors and consultants. The Plan is administered by the Corporation’s directors through its compensation committee (the “Committee”).
Among the terms and conditions of the Plan is that the purchase price for the shares in respect of which options are granted shall be determined by the Board of Directors (the “Board”) or the Committee in its discretion and in accordance with applicable regulations. Any and all options granted under the Plan shall have a specific vesting periods which shall be at the discretion of the Board or the Committee. The Plan also has very specific terms with respect to the occurrence of an event of a change of control, as defined in the Plan. In the event of a change of control as result of the sale of the Corporation, the unvested part of any outstanding options shall vest as to 25% and the remaining 75% of unvested options shall immediately lapse unless, at discretion of the Board or the Committee, it is determined that the circumstances justify the exercise of a greater portion. The Board or the Committee also has discretion to determine what circumstances justify the vesting of a greater portion of unexercised options in accordance with rules which are detailed in the Plan.
Options may only be exercised by the optionee in accordance with the provisions in the Plan and the relevant Option Agreement(s) by delivery of notice of such exercise to the Corporation marked to the attention of the Committee or the Board. The notice must specify the number of shares with respect to which the options are being exercised and the purchase price for such underlying options. On payment in full for the purchase price of shares following the exercise of any options purchased under the Plan, the Corporation will issue a certificate dated as of the payment date representing number of shares in the name of the individual optionee. Any options issued pursuant to the Plan and, subject to the relevant Option Agreement(s), and whether vested or not at the time of termination of the optionee’s employment for any reason other than death or disability, shall lapse on the date which is the earliest of (i) the date on which such options would otherwise expire, (ii) the date on which the relevant optionee ceases to be an employee of the Corporation or (iii) such other date as determined by the Board which date shall not be more than 30 days after the date on which the optionee ceases to be an employee of the Corporation.
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There are specific provisions in the Plan with respect to the exercise of any vested options that exist at the time of death or cessation of employment due to disability. Notwithstanding the foregoing, the Board or the Committee may, in their discretion, if they consider that circumstances justify, allow options to remain exercisable after termination of the optionee’s employment regardless of the reason for that termination for such period as they shall determine provided that the option shall not be capable of exercise after the 10th anniversary of its grant.
Options granted pursuant to the Plan may not be transferred, assigned or pledged by the holder thereof. Participation in the Plan by any employee of Corporation shall be entirely optional and shall not be interpreted as conferring upon optionee any right or privilege whatsoever excepts for the rights and privileges expressly said out in the Plan and any relevant Option Agreement(s).
The Board may, at any time and from time to time, alter, amend, vary, suspend, terminate or cancel the Plan subject to the rules or policies of the Stock Exchange upon which the Corporation’s shares are listed. The Plan will be construed and enforced in accordance of the laws of the Province of Québec.
Risks Associated with Compensation Policies and Practices
The oversight and administration of our executive compensation program requires the Board of Directors acting as the Compensation Committee to consider risks associated with our compensation policies and practices. Potential risks associated with compensation policies and compensation awards are considered at annual reviews and also throughout the year whenever it is deemed necessary by the Board of Directors acting as the Compensation Committee.
Our executive compensation policies and practices are intended to align management incentives with the long-term interests of the Corporation and its shareholders. In each case, the Corporation seeks an appropriate balance of risk and reward. Practices that are designed to avoid inappropriate or excessive risks include (i) financial controls that provide limits and authorities in areas such as capital and operating expenditures to mitigate risk taking that could affect compensation, (ii) balancing base salary and variable compensation elements and (iii) spreading compensation across short and long-term programs.
Compensation Governance
The Compensation Committee conducts a yearly review of directors’ compensation having regard to various reports on current trends in directors’ compensation and compensation data for directors of reporting issuers of comparative our size. Director compensation is currently limited to the grant of stock options pursuant to the Stock Option Plan. It is anticipated that the Chief Executive Officer will review the compensation of our executive officers for the prior year and in comparison to industry standards via information disclosed publicly and obtained through copies of surveys. The Board of Directors expects that the Chief Executive Officer will make recommendations on compensation to the Compensation Committee. The Compensation Committee will review and make suggestions with respect to compensation proposals, and then makes a recommendation to the Board of Directors.
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The Compensation Committee is comprised of independent directors.
The Compensation Committee’s responsibility is to formulate and make recommendations to our directors in respect of compensation issues relating to our directors and executive officers. Without limiting the generality of the foregoing, the Compensation Committee has the following duties:
| (a) | to review the compensation philosophy and remuneration policy for our executive officers and to recommend to our directors’ changes to improve our ability to recruit, retain and motivate executive officers; |
| (b) | to review and recommend to the Board of Directors the retainer and fees, if any, to be paid to our directors; |
| (c) | to review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance in light of those corporate goals and objectives, and determine (or make recommendations to our directors with respect to) the CEO’s compensation level based on such evaluation; |
| (d) | to recommend to our directors with respect to non-CEO officer and director compensation including reviewing management’s recommendations for proposed stock options and other incentive-compensation plans and equity-based plans, if any, for non-CEO officer and director compensation and make recommendations in respect thereof to our directors; |
| (e) | to administer the stock option plan approved by our directors in accordance with its terms including the recommendation to our directors of the grant of stock options in accordance with the terms thereof; and |
| (f) | to determine and recommend for the approval of our directors’ bonuses to be paid to our executive officers and employees and to establish targets or criteria for the payment of such bonuses, if appropriate. Pursuant to the mandate and terms of reference of the Compensation Committee, meetings of the Compensation Committee are to take place at least once per year and at such other times as the Chair of the Compensation Committee may determine. |
Named Executive Officers
For the purposes of this Circular, a Named Executive Officer (“NEO”) of the Corporation means each of the following individuals:
| (a) | the Chief Executive Officer (“CEO”) of the Corporation; |
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| (b) | the Chief Financial Officer (“CFO”) of the Corporation; |
| (c) | the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 per year; and |
| (d) | each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year. |
Director and Named Executive Office Compensation
Unless otherwise noted, the following information is for the Corporation’s last completed financial year ended August 31, 2024.
The following table sets forth a summary of the compensation paid to the NEOs and the Directors for the most recently completed financial year:
TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES
| Salary, consulting fee, | Committee | Value of all | ||||||||||||||||
| Name and | retainer or commission | Bonus | or meeting fees | Value of perquisites | other compensation | Total compensation | ||||||||||||
| Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||
| Alexandre Mongeon, Chief Executive Officer and Director | 2024 | $ | 589,133.96 | Nil. | Nil. | Nil. | Nil. | $ | 609,108.36 | |||||||||
| Xavier Montagne Chief Technology Officer and Chief Operation Officer | 2024 | $ | 321,499.62 | Nil. | Nil. | Nil. | Nil. | $ | 279,499.88 | |||||||||
| Raffi Sossoyan, Chief Financial Officer | 2024 | $ | 297,850.00 | Nil. | Nil. | Nil. | Nil. | $ | 297,850.00 | |||||||||
| Patrick Bobby, Former Head of Performance & Special Projects and Director | 2024 | $ | 229,533.17 | Nil. | Nil. | Nil. | Nil. | $ | 229,533.17 | |||||||||
| Kulwant Sandher, Former Chief Financial Officer | 2024 | $ | 194,716.22 | Nil. | Nil. | Nil. | Nil. | $ | 194,716.22 | |||||||||
| Carter Murray, Former Director | 2024 | $ | 113,518.74 | Nil. | Nil. | Nil. | Nil. | $ | 113,518.74 | |||||||||
| Steve P. Barrenechea, Director | 2024 | $ | 35,697.49 | Nil. | Nil. | Nil. | Nil. | $ | 35,697.49 | |||||||||
| Luisa Ingargiola, Director | 2024 | $ | 35,697.49 | Nil. | Nil. | Nil. | Nil. | $ | 35,697.49 | |||||||||
| Mario Saucier Former Director | 2024 | $ | 35,471.63 | Nil. | Nil. | Nil. | Nil. | $ | 35,471.63 | |||||||||
| Philippe Couillard, Director | 2024 | $ | 25,414.05 | Nil. | Nil. | Nil. | Nil. | $ | 25,414.05 | |||||||||
| Anthony E. Cassella Jr., Director | 2024 | $ | 14,162.70 | Nil. | Nil. | Nil. | Nil. | $ | 14,162.70 | |||||||||
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None of the NEOs receives perquisites or personal benefits worth in aggregate 10% or more of their total salary, or any post-retirement benefits (including insurance).
Executive Compensation Agreements
Alexandre Mongeon, Chief Executive Officer
On March 1, 2021, we entered an executive employment agreement with Alexandre Mongeon with a term commencing on March 1, 2021 and expiring on February 28, 2024 (the “Mongeon Agreement”). The Mongeon Agreement replaced our prior executive services agreement with Alexander Mongeon.
Pursuant to the terms and provisions of the Mongeon Agreement: (a) Mr. Mongeon was appointed as our Chief Executive Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Mongeon a gross annual net salary of USD$400,000 (the “Annual Base Salary”); (c) we shall provide Mr. Mongeon with employee benefits, if and when such benefits have been adopted by us, including group health insurance, accidental death and dismemberment insurance, travel accident insurance, group life insurance, short-term disability insurance, long-term disability insurance, drug coverage and dental coverage (the “Group Benefits”); (d) Mr. Mongeon is eligible to receive a discretionary bonus of between 50% and 100% of his Annual Base Salary; and (e) Mr. Mongeon will be entitled to four weeks’ paid annual vacation per calendar year.
We may terminate the employment of Mr. Mongeon under the Mongeon Agreement without any notice or any payment in lieu of notice for a serious reason. Mr. Mongeon may terminate his employment under the Mongeon Agreement for any reason by providing not less than 60 calendar days’ notice in writing to us, provided, however, that we may waive or abridge any notice period specified in such notice in our sole and absolute discretion.
The employment of Mr. Mongeon will terminate upon the death of Mr. Mongeon. Upon the death of Mr. Mongeon during the continuance of the Mongeon Agreement, we will provide Mr. Mongeon’s estate with (a) payment of any unpaid portion of his Annual Base Salary through the date of his death, (b) payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan or program, (c) a pro-rata share of any discretionary annual bonus to which he otherwise would have been entitled for the fiscal year in which his death occurs at no less than the target bonus percentage, paid at the time discretionary annual bonuses are paid to our still-employed executives and (d) CAD$500 per month for twelve months to help defray costs of procuring health, dental or drug insurance coverage for health care.
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If we elect to terminate the Mongeon Agreement without a serious reason, and provided that Mr. Mongeon is in compliance with the relevant terms and conditions of the Mongeon Agreement, we shall be obligated to provide a severance package to Mr. Mongeon as follows: (a) a cash payment equating to the Annual Base Salary to be paid over a period of twelve months, less any required statutory deductions, if any; (b) that pro-rata portion of any discretionary bonus to which Mr. Mongeon would have been entitled as determined in good faith; (c) payment of any unpaid portion of his Annual Base Salary through the effective date of termination; (d) reimbursement for any outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with the Mongeon Agreement; (e) continued insurance benefits to the extent required by law; (f) payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan, or any other employee benefit plan or program and (g) CAD$500 per month for twelve months to help defray costs of procuring health, dental or drug insurance coverage for health care.
On February 27, 2024, we entered into an Amending Agreement to the Executive Compensation Agreement with Mr. Mongeon (the “Amending Agreement”). In addition to maintaining the terms and provisions of the original Executive Compensation Agreement, the Amending Agreement provides to Mr. Mongeon share-based compensation of up to 40,000 restricted common shares of the Company conditional upon the Company achieving certain levels of market capitalization value for a 21-day period, starting at $100,000,000. The Amending Agreement also provides Mr. Mongeon with up to $500,000 in cash bonuses conditional upon the Company achieving certain levels of earnings before interest, taxes, depreciation and amortization in a fiscal year, starting at $10,000,000.
Xavier Montagne, Chief Technology Officer and Chief Operating Officer
On February 23, 2021, we entered into an employment agreement with Xavier Montagne with a term commencing on April 1, 2021 (the “Montagne Agreement”).
Pursuant to the terms and provisions of the Montagne Agreement: (a) Mr. Montagne is appointed as our Chief Technology Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Montagne a gross annual base salary of CAD$215,000; (c) we shall provide Mr. Montagne with employee benefits, if and when such benefits have been adopted by us, including group health insurance, group life insurance, disability insurance, and dental coverage; and (d) Mr. Montagne will be entitled to four weeks’ paid annual vacation per reference period of May 1st to April 30th. Furthermore, we granted to Mr. Montagne an equity award of 100,000 Options under the Share Option Plan.
We may terminate the employment of Mr. Montagne under the Montagne Agreement for a serious reason upon written notice. Mr. Montagne may terminate his employment under the Montagne Agreement for any reason by providing not less than two (2) weeks’ notice in writing to us.
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The employment of Mr. Montagne will terminate upon the death of Mr. Montagne. Upon the death of Mr. Montagne during the continuance of the Montagne Agreement, we will not be obligated to provide any payment to Mr. Montagne’s estate.
If we elect to terminate the Montagne Agreement without a serious reason, we shall be obligated to provide Mr. Montagne with the period of notice or the payment of such amounts in lieu of notice as may be required by applicable law.
On December 14, 2021, Mr. Montagne also became our Chief Operating Officer, and as a result his salary increased his annual base salary to $250,000.
On June 11, 2023, the Montagne Agreement was amended whereby the gross annual base salary was increased to CAD$302,000. All other terms of the Montagne Agreement remained the same.
On February 6, 2024, an incentive plan was added to the Montagne Agreement. For every patent application prepared and filed with respect to the E-Motion™ 180e outboard electric powertrain system, Mr. Montagne will be issued US$20,000 worth of restricted common shares of the Company.
Raffi Sossoyan, Chief Financial Officer
On March 1, 2024, we entered into an Executive Compensation Agreement with Raffi Sossoyan, our Chief Financial Officer (the “Sossoyan Agreement”), which replaced our prior Employment Agreement with him of September 2023. Pursuant to the terms and provisions of the Sossoyan Agreement: (a) Mr. Sossoyan is appointed as our Chief Financial Officer and will undertake and perform the duties and responsibilities normally and reasonably associated with such office; (b) we shall pay to Mr. Sossoyan a gross annual net salary of $260,000 (the “Annual Base Salary”); (c) pay Mr. Sossoyan a signing bonus of $50,000 payable in our common shares conditional upon his remaining in our service for a minimum of 12 months, (d) provide Mr. Sossoyan with employee benefits, if and when such benefits have been adopted by us, including group health insurance, accidental death and dismemberment insurance, travel accident insurance, group life insurance, short-term disability insurance, long-term disability insurance, drug coverage and dental coverage (the “Group Benefits”); (e) Mr. Sossoyan is eligible to receive a discretionary bonus of up to 25% of his Annual Base Salary; and (e) Mr. Sossoyan will be entitled to five weeks’ paid annual vacation per calendar year.
We may terminate the employment of Mr. Sossoyan under the Sossoyan Agreement without any notice or any payment in lieu of notice for a serious reason. Mr. Sossoyan may terminate his employment under the Sossoyan Agreement for any reason by providing not less than 60 calendar days’ notice in writing to us, provided, however, that we may waive or abridge any notice period specified in such notice in our sole and absolute discretion.
The employment of Mr. Sossoyan will terminate upon the death of Mr. Sossoyan. Upon the death of Mr. Sossoyan during the continuance of the Sossoyan Agreement, we will provide Mr. Sossoyan’s estate with (a) payment of any unpaid portion of his Annual Base Salary through the date of his death and (b) payment of any fully vested but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan or program.
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Stock Options and Other Compensation Securities
The following table sets out for each NEO and Director of the Corporation all compensation securities granted or issued to each for services provided or to be provided, directly or indirectly, to the Corporation as at the Record Date:
COMPENSATION SECURITIES
| Name and | Type of compensation | Number of compensation securities, number of underlying securities and percentage of | Date of issue or | Issue, conversion or exercise | Closing price of security or underlying security on date of grant | Closing price of security or underlying security at year end | ||||||||||||||
| position | security | class(1) | grant | price ($)(3) | ($) | ($)(4) | Expiry date | |||||||||||||
| Alexandre Mongeon, Chief | Stock options | 481 stock options(2) 156 stock options | May 27, 2020 November 24, 2020 | 499.50
747.90 | N/A(2)
747.90 | 29.99 | May 27, 2025 November 24, 2030 | |||||||||||||
| Executive Officer and Director | 0.006% of class | |||||||||||||||||||
| Xavier | Stock options | 667 stock options | January, 22, 2022 | 762.75 | 762.75 | 29.99 | January 22, 2027 | |||||||||||||
| Montagne, | 23 stock options | December 1, 2022 | 787.05 | 787.05 | December 1, 2027 | |||||||||||||||
| Chief Technology Officer and Chief Operating Officer | 445 stock options 0.011% of class | March 25, 2023 | 779.61 | 779.61 | March 25, 2028 | |||||||||||||||
| Raffi Sossoyan, Chief Financial Officer | Common Shares | 416 common shares 0.004 % of class | April 16, 2024 | 95.53 | 95.53 | 29.99 | Nil. | |||||||||||||
| Steve P. Barrenechea, Director | Stock options | 445 stock options 0.004% of class | November 24, 2020 | 779.61 | 779.61 | 29.99 | November 24, 2025 | |||||||||||||
| Common Shares | 39 common shares 100 common | December 1st, 2023
March 1st, 2024 | 238.36
144.66 | 238.36
144.66 | 29.99 | Nil. | ||||||||||||||
| shares 0.0013% of class | ||||||||||||||||||||
| Luisa | Stock options | 445 stock options | November 24, 2020 | 779.61 | 779.61 | 29.99 | November 24, 2025 | |||||||||||||
| Ingargiola, | 0.004% of class | |||||||||||||||||||
| Director | Common Shares | 39 common shares | December 1st, 2023 | 238.36 | 238.36 | 29.99 | Nil. | |||||||||||||
| 100 common shares 0.0013% of class | March 1st, 2024 | 144.66 | 144.66 | |||||||||||||||||
| Philippe | Stock options | 371 stock options | December 29, 2023 | 612.43 | 612.43 | 29.99 | December 29, 2028 | |||||||||||||
| Couillard, | 0.004% of class | |||||||||||||||||||
| Director | ||||||||||||||||||||
| Anthony E. | Stock options | 371 stock options | January 26, 2024 | 138.47 | 138.47 | 29.99 | January 26, 2029 | |||||||||||||
| Cassella, Jr., | 0.004% of class | |||||||||||||||||||
| Director | ||||||||||||||||||||
| Common Shares | 29 common shares | March 1st, 2024 | 144.85 | 144.85 | 29.99 | Nil. | ||||||||||||||
| 0.00028% of Shares | ||||||||||||||||||||
| Mario Saucier, Former | Common Shares | 42 common shares | December 1st, 2023 | 238.36 | 238,36 | 29.99 | Nil. | |||||||||||||
| director | 101 common shares | March 1st, 2024 | 144.66 | 144.66 | ||||||||||||||||
| 0.0014% of class | ||||||||||||||||||||
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Notes:
| (1) | The percentage of class is based on the total number of Common Shares and options outstanding as at the Record Date: 10,400,665 Common Shares and 7,858 stock options. | |
| (2) | Options granted prior to the Corporation being listed on a public exchange. | |
| (3) | Based on post-consolidation of the shares which occurred in August 22 and October 8, 2024. | |
| (4) | Based on price per Common Share of US$22.23, being the closing price on August 31, 2024, and a U.S. dollar to Canadian dollar exchange rate of 1.3491 as reported by the Bank of Canada on August 31, 2024. |
Other than as disclosed above, there were no compensation securities exercised during the year ended August 31, 2024.
Stock Option Plan :
The following table provides information concerning our stock option plans with respect to each Named Executive Officer and directors during the fiscal year ended August 31, 2024.
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| Named Executive Officer and Director | Option-based Awards - Value Vested During the Year ($)(1) | Non-Equity Incentive Plan Compensation - Value Vested During the Year ($)(2) | ||||||
| Kulwant Sandher, | Nil | $ | 31,250 | |||||
| Former Chief Financial Officer | ||||||||
| Xavier Montagne, Chief Technology Officer and Chief Operating Officer | $ | 53,638 | - | |||||
| Philippe Couillard, Director | $ | 40,425 | - | |||||
| Anthony E. Cassella, Jr., Director | $ | 47,734 | - | |||||
| (1) | These calculations were based on pre-consolidation of the shares which occurred in August 22 and October 8, 2024. |
| (2) | Represents amounts expected to be earned pursuant to the Company’s bonus plan based on 100% of target payout amounts. In most cases, actual payments will depend upon the achievement of performance goals and will be paid in cash in the year following the fiscal year in respect of which they are earned, but in the case of Kulwant Sandher, a portion of the bonus is paid automatically every quarter. |
Director Compensation for Fiscal 2024
We provide cash compensation to our independent directors of US$4,500 per month, and for each such independent director who serves as a chair of one of our Board committees, we provide additional cash compensation of US$833 per quarter. We do not compensate our directors that are not independent for their service directors, although compensate those directors in that fiscal year for services that they provide as officers.
Pension Benefits
We do not have any defined benefit pension plans or any other plans providing for retirement payments or benefits.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets out, as at the Record Date, information regarding outstanding options, warrants and rights granted by the Corporation under its equity compensation plans.
| Number of securities | Weighted average | Number of securities remaining available | ||||||||||
| Plan Category | to be issued upon exercise of outstanding options, warrants and rights | exercise price of outstanding options, warrants and rights | for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
| (a) | (b) | (c) | ||||||||||
| Equity compensation plans approved by Shareholders |
Nil |
Nil |
Nil | |||||||||
| Equity compensation plans not approved by Shareholders | 7,858 | $ | 657..77 | 5,216 | ||||||||
| Total (1) | 7,858 | $ | 657.77 | 5,216 | ||||||||
(1) These calculations were based on pre-consolidation of the shares which occurred in August 22 and October 8, 2024.
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DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors is committed to ensuring that the Corporation identifies and implements effective corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.
In accordance with National Instrument 58-101 - Disclosure of Corporate Governance Practices (the “Disclosure Instrument”) and National Policy 58-201 - Corporate Governance Guidelines (the “Guidelines”) the Corporation is required to disclose, on an annual basis, its approach to corporate governance. In addition, the Corporation is subject to National Instrument 52-110 - Audit Committees (“NI 52-110”), which prescribes certain requirements in relation to audit committees and defines the meaning of independence with respect to directors. These reflect current regulatory guidelines of the Canadian Securities Administrators.
In light of these guidelines, the Nominating and Corporate Governance Committee serves to assist the Board of Directors in implementing corporate governance principles and best practices, including reviewing and recommending to the Board of Directors for approval any changes to the documents, policies and procedures in the Corporation’s corporate governance framework. Each member of the Nominating and Corporate Governance Committee is independent. The Nominating and Corporate Governance Committee’s approach to significant issues of corporate governance is designed to ensure that the business and affairs of the Corporation are effectively managed to enhance Shareholder value.
Importantly, the Nominating and Corporate Governance Committee shall keep under review the leadership needs of the Corporation with a view to ensuring the continued ability of the Corporation to compete effectively in the marketplace.
Board of Directors and Directorships
The Board of Directors is ultimately responsible for the governance of the Corporation. It establishes the policies and standards of the Corporation. The Board of Directors meets on a regularly scheduled basis. In addition to these meetings the directors are kept informed of operations through regular reports and analyses by, and discussions with, management.
The Board of Directors of the Corporation is currently comprised of five directors, each of whom are proposed to be nominated for election as set out in pages 6 through 10 of this Circular.
NI 52-110 defines an “independent” director as one who has no direct or indirect “material relationship” with the Corporation. A “material relationship” is defined as a relationship that could, in the view of the Corporation’s Board of Directors, reasonably be expected to interfere with the exercise of a director’s independent judgement. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with the Corporation.
Applying the definition set out in NI 52-110, four of the five members of the Board of Directors are independent, namely: Steve P. Barrenechea, Luisa Ingargiola, Anthony E. Cassella, Jr. and Dr. Philippe Couillard.
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The Board of Directors meets quarterly, as necessary when operations warrant, and following an annual meeting of Shareholders of the Corporation. In carrying out its responsibilities, the Board of Directors requires management of the Corporation to prepare and submit budgets and programs for approval of the Board of Directors. These budgets and programs, and any updates, are to be reviewed at the Board of Directors’ quarterly meetings.
In addition to their position on the Board of Directors, the following director also serves as director of the following reporting issuers or reporting issuer equivalent(s):
| Name of Director | Reporting Issuer(s) or Equivalent(s) | |
| Luisa Ingargiola | FTE Networks, Inc. (NYSE American: FTNW) | |
| ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) | ||
| AgEagle Aerial Systems Inc. (NYSE American: UAVS) |
Board Committees
On November 27, 2020, the Corporation established three committees under the Board of Directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee is governed by a charter approved by our Board of Directors.
Audit Committee
Our Audit Committee consists of Steve P. Barrenechea, Luisa Ingargiola and Dr. Philippe Couillard and is chaired by Ms. Ingargiola. Each member of the Audit Committee is independent within the meaning of NI 52-110. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The Audit Committee is responsible for, among other things:
| · | selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; |
| · | reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposed related party transactions under applicable securities laws; |
| · | discussing the annual audited financial statements with management and our independent registered public accounting firm; |
| · | annually reviewing and reassessing the adequacy of our Audit Committee charter; |
| · | meeting separately and periodically with the management and our independent registered public accounting firm; |
| · | reporting regularly to the full board of directors; |
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| · | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposure; and |
| · | such other matters that are specifically delegated to our Audit Committee by our board of directors from time to time. |
The full text of the Audit Committee Charter is attached as Schedule “A” to this Circular.
Compensation Committee
Our Compensation Committee consists of Anthony E. Cassella, Jr., Steve P. Barrenechea and Luisa Ingargiola and is chaired by Mr. Barrenechea. Each of the Compensation Committee members is independent within the meaning of NI 52-110. Our Compensation Committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. No officer may be present at any committee meeting during which such officer’s compensation is deliberated upon. The Compensation Committee is responsible for, among other things:
| · | reviewing and approving to the board with respect to the total compensation package for our most senior executive officers; |
| · | approving and overseeing the total compensation package for our executives other than the most senior executive officers; |
| · | reviewing and recommending to the board with respect to the compensation of our directors; |
| · | reviewing periodically and approving any long-term incentive compensation or equity plans; |
| · | selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and |
| · | programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. |
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Dr. Philippe Couillard, Luisa Ingargiola and Steve P. Barrenechea and is chaired by Mr. Barrenechea . Each member of the Nominating and Corporate Governance Committee is independent within the meaning of NI 52- 110. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment bankers and others.
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Ethical Business Conduct
The Corporation has adopted a written code of ethics (the “Code”). The Code is available from the Corporation upon request.
Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of a company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of a company also serves as a director or officer of another company engaged in similar business activities to the first company, that director must comply with the conflict of interest provisions of the Business Corporations Act, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgement in considering transactions and agreements in respect of which a director or officer has a material interest.
Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.
The Audit Committee will monitor compliance with the Code by receiving reports from management as to any actual or alleged violations, as appropriate. In accordance with the provisions of the Code and applicable corporate law, any director or executive officer who holds a material interest in a proposed transaction or agreement involving the Corporation will be required to disclose that interest to the Audit Committee and abstain from voting on approval of such transactions as appropriate.
Policies Regarding the Representation of Women on the Board of Directors and Executive Officer Appointments
The Board of Directors has not adopted a written policy relating to the identification and nomination of women directors. Potential nominees for the Board of Directors are evaluated on the basis of experience, skill and ability and determining if the candidates’ qualifications will meaningfully contribute to the effective functioning of the Board of Directors taking into consideration current Board of Directors composition and the skills and knowledge required to make the Board of Directors most effective. The Board of Directors believes that having written policies governing the selection of Board of Directors nominees could unduly restrict the Board of Directors’ ability to select the most capable nominees that are free from conflicts of interest or other considerations that may impede the ability of a candidate to serve as a director of the Corporation.
The Corporation is an equal opportunity employer and does not consider the level of representation of women in executive officer positions when making executive officer appointments. The Corporation’s policies are committed to treating people fairly, with respect and dignity, and to offer employment opportunities based upon an individual’s qualifications, character and performance, not the particular gender or social group that an individual may belong to.
The Board of Directors consists of a diverse set of individuals with a broad range of skill sets. At this time, it does have one female member, being Luisa Ingargiola. The Board of Directors has not adopted a specific target regarding women on the Board of Directors as candidates are selected based on the primary considerations of experience, skill and ability.
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The Corporation is an equal opportunity employer and candidates are thereby selected based on the primary considerations of experience, skill and ability. As such, the Corporation has not adopted a specific target regarding women in executive officer positions.
External Auditor Service Fees (By Category)
We have appointed M&K CPAs, PLLC as our independent registered public accounting firm. The following table sets forth information regarding the amount billed and accrued to us by M&K CPAs, PLLC for the fiscal year ended August 31, 2024:
| Financial Year Ending | Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | ||||||||||||
| August 31, 2024 | $ | 102,037 | - | - | - | |||||||||||
| (1) | This category includes the aggregate fees billed by our independent auditor for the audit of our annual financial statements, reviews of interim financial statements that are provided in connection with statutory and regulatory filings or engagements. |
| (2) | This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by the independent auditors that are reasonably related to the performance of the audits or reviews of the interim financial statements and are not reported above under “Audit Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations. |
| (3) | This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice. |
| (4) | All other fees billed by the auditor for products and services not included in the foregoing categories. |
| (5) | Ernst & Young LLP acted as our independent registered public accounting firm until May 2024. The following table sets forth information regarding the amount billed and accrued to us by Ernst & Young LLP for the fiscal years ended August 31, 2024 and 2023: |
| Financial Year Ending | Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | ||||||||||||
| August 31, 2024 | $ | 263,823 | - | - | - | |||||||||||
| August 31, 2023 | $ | 512,129 | - | - | - | |||||||||||
| August 31, 2022 | $ | 438,757 | - | - | - | |||||||||||
| August 31, 2021 | $ | 190,780 | - | - | - | |||||||||||
| (1) | This category includes the aggregate fees billed by our independent auditor for the audit of our annual financial statements, reviews of interim financial statements that are provided in connection with statutory and regulatory filings or engagements. |
| (2) | This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by the independent auditors that are reasonably related to the performance of the audits or reviews of the interim financial statements and are not reported above under “Audit Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations. |
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| (3) | This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice. |
| (4) | All other fees billed by the auditor for products and services not included in the foregoing categories. |
BDO Canada LLP acted as our independent registered public accounting firm until August 2021. The following table sets forth information regarding the amount billed and accrued to us by BDO for the fiscal years ended August 31, 2022 and 2021:
| Financial Year Ending | Audit Fees(1) | Audit Related Fees(2) | Tax Fees(3) | All Other Fees(4) | ||||||||||||
| August 31, 2024 | - | $ | 23,293 | - | - | |||||||||||
| August 31, 2023 | - | $ | 17,725 | - | - | |||||||||||
| August 31, 2022 | - | $ | 8,460 | - | - | |||||||||||
| August 31, 2021 | $ | 66,250 | - | - | - | |||||||||||
| (1) | This category includes the aggregate fees billed by our independent auditor for the audit of our annual financial statements, reviews of interim financial statements that are provided in connection with statutory and regulatory filings or engagements. |
| (2) | This category includes the aggregate fees billed in each of the last two fiscal years for assurance and related services by the independent auditors that are reasonably related to the performance of the audits or reviews of the interim financial statements and are not reported above under “Audit Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations. |
| (3) | This category includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice. |
| (4) | All other fees billed by the auditor for products and services not included in the foregoing categories. |
OTHER BUSINESS
Stock Repurchase Program
On February 21, 2025, the Corporation announced that its Board of Directors approved the establishment of a stock repurchase program authorizing the repurchase of up to 5% of the Corporation’s issued and outstanding common shares (the “SRP”). It is the intention of the Corporation to enter into a 10b-18 trading plan establishing such SRP. The timing and amount of any repurchases will be determined pursuant to the SRP.
While there is no other business other than that business mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the Proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or adjournments thereof, in accordance with the discretion of the persons authorized to act thereunder.
31
ADDITIONAL INFORMATION
Additional information relating to the Corporation may be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca. Financial information about the Corporation may be found in the Corporation’s financial statements and Management’s Discussion and Analysis for its most recently completed financial year and may be viewed on the SEDAR+ website at the location noted above.
Shareholders may contact the Corporation by mail at 730 Boulevard du Curé-Boivin, Boisbriand, Quebec J7G 2A7, Canada or by telephone 1-800-871-4274 to request copies of the Corporation’s financial statements and Management’s Discussion and Analysis.
APPROVAL BY BOARD OF DIRECTORS
The Board of Directors has approved the contents of this Circular and has authorized its delivery.
DATED March 27, 2025.
ON BEHALF OF THE BOARD OF DIRECTORS
| Alexandre Mongeon | |
| Chief Executive Officer |
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SCHEDULE A
VISION MARINE TECHNOLOGIES INC.
AUDIT COMMITTEE CHARTER
Membership
The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Vision Marine Technologies Inc. (the “Company”) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of the NASDAQ Stock Market. No member of the Committee can have participated in the preparation of the Company’s or any of its subsidiaries’ financial statements at any time during the past three years. Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication. The members of the Committee shall be appointed by the Board based on recommendations from the nominating and corporate governance committee of the Board. The members of the Committee shall serve for such term or terms as the Board may determine or until earlier resignation or death. The Board may remove any member from the Committee at any time with or without cause.
Purpose
The purpose of the Committee is to oversee the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements. The primary role of the Committee is to oversee the financial reporting and disclosure process. To fulfill this obligation, the Committee relies on: management for the preparation and accuracy of the Company’s financial statements; for establishing effective internal controls and procedures to ensure the Company’s compliance with accounting standards, financial reporting procedures and applicable laws and regulations; and the Company’s independent auditors for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures.
Duties and Responsibilities
The Committee shall have the following authority and responsibilities:
To (1) select and retain an independent registered public accounting firm to act as the Company’s independent auditors for the purpose of auditing the Company’s annual financial statements, books, records, accounts and internal controls over financial reporting, (2) set the compensation of the Company’s independent auditors, (3) oversee the work done by the Company’s independent auditors and (4) terminate the Company’s independent auditors, if necessary.
A-1
To select, retain, compensate, oversee and terminate, if necessary, any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
To approve all audit engagement fees and terms; and to pre-approve all audit and permitted non-audit and tax services that may be provided by the Company’s independent auditors or other registered public accounting firms, and establish policies and procedures for the Committee’s preapproval of permitted services by the Company’s independent auditors or other registered public accounting firms on an on-going basis.
At least annually, to obtain and review a report by the Company’s independent auditors that describes (1) the accounting firm’s internal quality control procedures, (2) any issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board review or inspection of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues, and (3) all relationships between the firm and the Company or any of its subsidiaries; and to discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors.
At least annually, to evaluate the qualifications, performance and independence of the Company’s independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Company’s independent auditors and consider regular rotation of the accounting firm serving as the Company’s independent auditors.
To review and discuss with the Company’s independent auditors (1) the auditors’ responsibilities under generally accepted auditing standards and the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope and timing of the annual audit, (4) any significant risks identified during the auditors’ risk assessment procedures and (5) when completed, the results, including significant findings, of the annual audit.
To review and discuss with the Company’s independent auditors (1) all critical accounting policies and practices to be used in the audit; (2) all alternative treatments of financial information within generally accepted accounting principles (“GAAP”) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (3) other material written communications between the auditors and management.
To review and discuss with the Company’s independent auditors and management (1) any audit problems or difficulties, including difficulties encountered by the Company’s independent auditors during their audit work (such as restrictions on the scope of their activities or their access to information), (2) any significant disagreements with management and (3) management’s response to these problems, difficulties or disagreements; and to resolve any disagreements between the Company’s auditors and management.
To review with management and the Company’s independent auditors: any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the effects of alternative GAAP methods; and the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company’s financial statements.
A-2
To keep the Company’s independent auditors informed of the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the company; and to review and discuss with the Company’s independent auditors the auditors’ evaluation of the Company’s identification of, accounting for, and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationships and transactions with related parties.
To review with management and the Company’s independent auditors the adequacy and effectiveness of the Company’s financial reporting processes, internal control over financial reporting and disclosure controls and procedures, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in, the Company’s processes, controls and procedure and any special audit steps adopted in light of any material control deficiencies, and any fraud involving management or other employees with a significant role in such processes, controls and procedures, and review and discuss with management and the Company’s independent auditors disclosure relating to the Company’s financial reporting processes, internal control over financial reporting and disclosure controls and procedures, the independent auditors’ report on the effectiveness of the Company’s internal control over financial reporting and the required management certifications to be included in or attached as exhibits to the Company’s annual report on Form 20-F, as applicable.
To review and discuss with the Company’s independent auditors any other matters required to be discussed by applicable requirements of the PCAOB and the SEC.
To review and discuss with the Company’s independent auditors and management the Company’s annual audited financial statements (including the related notes), the form of audit opinion to be issued by the auditors on the financial statements and the disclosure under “Operating and Financial Review and Prospects” to be included in the Company’s annual report on Form 20- F before the Form 20-F is filed.
To recommend to the Board that the audited financial statements be included in the Company’s Form 20-F and whether the Form 20-F should be filed with the SEC; and to produce the audit committee report required to be included in the Company’s proxy statement.
To establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. To monitor compliance with the Company’s Code of Business Conduct and Ethics (the “Code”), to investigate any alleged breach or violation of the Code, and to enforce the provisions of the Code.
To review, with the General Counsel and outside legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of the Company and its subsidiaries, that could have a significant impact on the Company’s financial statements.
A-3
To review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis, in accordance with Company policies and procedures, and to develop policies and procedures for the Committee’s approval of related party transactions.
To review, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Company, press releases disclosing, or based upon, financial results of the Company and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.
To review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company.
Outside Advisors
The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of independent outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Committee shall set the compensation, and oversee the work, of any outside counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to the Company’s independent auditors, any other accounting firm engaged to perform services for the Company, any outside counsel and any other advisors to the Committee.
Structure and Operations
The Board shall designate a member of the Committee as the chairperson. The Committee shall meet at least two times a year at such times and places as it deems necessary to fulfill its responsibilities. The Committee shall report after each committee meeting to the Board on its discussions and actions, including any significant issues or concerns that arise at its meetings, and shall make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee shall meet separately, and periodically, with management, and representatives of the Company’s independent auditors, and shall invite such individuals to its meetings as it deems appropriate, to assist in carrying out its duties and responsibilities. However, the Committee shall meet regularly without such individuals present. The Committee shall review this Charter at least annually and recommend any proposed changes to the Board for approval.
Delegation of Authority
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
Performance Evaluation
The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall conduct this evaluation in such manner as it deems appropriate.
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SCHEDULE B
VISION MARINE TECHNOLOGIES INC.
(the “Corporation”)
AMENDMENT TO THE GENERAL BY-LAWS
Section 14 is replaced entirely for the following:
| 14. | Quorum. At any meeting of shareholders, a quorum will be one or more persons present and holding or representing by proxy more than 5% of the votes entitled to be cast at the meeting. |
B-1
| VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 p.m. (Eastern Time) on May 14, 2025. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to vote@vstocktransfer.com VOTE IN PERSON * SPECIMEN * 1 MAIN STREET ANYWHERE PA 99999-9999 If you would like to vote in person, please attend the Annual General Meeting be held on May 15, 2025, at 10:00 AM, Local Time at 1 Place Ville Marie, 39th Floor, Montreal, Quebec, H3B 4M7. Shareholders may attend the Meeting online by following the directions on the reverse side. Please Vote, Sign, Date and Return Promptly in the Enclosed Envelope. Annual General Meeting of Shareholders Proxy Card - Vision Marine Technologies Inc. DETACH PROXY CARD HERE TO VOTE BY MAIL THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL DIRECTOR NOMINEES, AND "FOR" ALL LISTED PROPOSALS. 1. To set the number of Directors at six (6): FOR AGAINST ABSTAIN 2. Election of Directors for the ensuing year: WITHHOLD AUTHORITY TO VOTE ALL NOMINEES LISTED BELOW FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary below) INSTRUCTION:TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE INDIVIDUAL NOMINEES STRIKE A LINE THROUGH THE NOMINEES' NAMES BELOW: 01 Anthony E. Cassella, Jr. 02 Dr. Philippe Couillard 03 Steve P. Barrenechea 04 Luisa Ingargiola 05 Alexandre Mongeon 06 Pierre Yves Terrisse 3. To appoint M&K CPAs, PLLC as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration to be paid to the auditors for the ensuing year. FOR AGAINST ABSTAIN 4. To amend the general by-laws of the Corporation in order to reduce the quorum required for shareholders’ meetings from 20% to 5% of the votes entitled to be cast at a shareholder’s meeting. FOR AGAINST ABSTAIN 5. To adopt an Amended and Restated Stock Option Plan. FOR AGAINST ABSTAIN Note: To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof Date Signature Signature, if held jointly ________________ ________________________ ________________________ Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. To change the address on your account, please check the box at right and indicate your new address. * SPECIMEN * AC:ACCT9999 90.00 ABSTAIN |
| Vision Marine Technologies Inc. Annual General Meeting of Shareholders May 15, 2025 The Corporation is holding the Meeting in an in-person and virtual format, which will be conducted via live audio webcast. Shareholders may attend the Meeting online, or may be represented by proxy. To participate in the Meeting via live audio webcast, connect via the following URL: https://teams.microsoft.com/l/meetup-join/19%3ameeting_NWQzMTBhODctMThhMy00MjRmLWI4MWUtOW MxMTA0MGYwODZl%40thread.v2/0?context=%7b%22Tid%22%3a%2213e04050-e499-4663-b9d3-53d4ab591f e4%22%2c%22Oid%22%3a%22e0b3f416-1446-4062-8bfd-47254d1384f0%22%7d Shareholders may register and log into the live audio webcast platform from 9:30 a.m. We would appreciate your early registration so that the Meeting may start promptly at 10:00 a.m. DETACH PROXY CARD HERE TO VOTE BY MAIL VISION MARINE TECHNOLOGIES INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking all prior proxies, hereby appoints Alexandre Mongeon and Raffi Sossoyan, with full power of substitution, as proxy to represent and vote all common shares of Vision Marine Technologies Inc., (the “Corporation”), which the undersigned will be entitled to vote if personally present at the Annual General Meeting of the Shareholders of the Corporation to be held at 1 Place Ville Marie, 39th Floor, Montreal, Quebec, H3B 4M7 on May 15, 2025, at 10:00 AM, Local Time, upon matters set forth in the Management Information Circular, a copy of which has been received by the undersigned. Each common share is entitled to one vote. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE SIX DIRECTOR NOMINEES, "FOR" PROPOSALS 2, 3, 4, AND 5 AND IN THE CASE OF OTHER MATTERS THAT LEGALLY COME BEFORE THE MEETING, AS SAID PROXY(S) MAY DEEM ADVISABLE. PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE (Continued and to be signed on Reverse Side) |
