Independent
Tenure on this board
4.6 yrs
Also a director at
Atyr Pharma Inc (ATYR)
6 nominees · 3 ballot items.
Ratify appointment of MNP LLP as auditors; elect six director nominees; and re-approve the Omnibus equity incentive plan (15% rolling reserve) to permit future equity awards.
Ratify the appointment of MNP LLP as the Company's independent registered public accounting firm for the ensuing year and authorize the Board to fix their remuneration and terms of engagement.
Elect six directors—Dr. William V. Williams, Mr. Jamieson Bondarenko, Dr. Rebecca Taub, Dr. Vaughn C. Embro-Pantalony, Mr. Martin Schmieg and Dr. Jane Gross—to hold office until the next annual meeting.
Re-approve the Company’s rolling Omnibus equity incentive plan, which reserves up to 15% of issued and outstanding common shares for awards and includes various sublimits, to permit continued grants for the next three years.
The proposal asks shareholders to re-approve the Company’s Omnibus equity incentive plan, a rolling plan that reserves up to 15% of issued and outstanding common shares (with sublimits for incentive stock options and share units) for grants to employees, directors and consultants. Management seeks shareholder approval primarily to comply with TSX rules that require re-approval of security-based compensation arrangements without fixed maximums every three years, and to preserve the Board’s ability to grant equity awards that attract, retain and align key personnel with shareholders. The proxy discloses the plan is administered by the Board, allows a committee to administer grants, and sets limits on insider participation (10% of issued shares to insiders at any time and within a 12-month period) and non-employee director annual grant caps. The plan is 'evergreen'—shares underlying expired or cancelled awards return to the pool—and contains customary features: cashless exercise, change-in-control treatment, vesting and termination rules, dividend equivalent credits, and special sub-plans for U.S. and Israeli grantees to address tax compliance. The Company discloses current outstanding awards and the number of shares available for future issuance, and notes the plan’s purpose is to align interests and promote retention; it also describes board authority to amend the plan subject to shareholder approval for certain material changes. From a governance and shareholder-value perspective, the approval will enable further equity-based compensation, which can dilute existing holders; however the plan includes sublimits, insider caps, and limits on director awards designed to mitigate excessive dilution and insider concentration. The Board’s unanimous recommendation to vote FOR is grounded in the need to maintain a competitive compensation program, to comply with TSX re-approval requirements, and to provide the company flexibility to grant awards in line with its growth and retention needs while preserving oversight and disclosure controls.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 0.0% | 3,200 | $23K |
| 2 | Federation des caisses Desjardins du Quebec | 0.0% | 1,200 | $9K |
| 3 | UBS Group AG | 0.0% | 637 | $5K |
| 4 | MORGAN STANLEY | 0.0% | 301 | $2K |
| 5 | Allworth Financial LP | 0.0% | 100 | $711 |
| 6 | ROYAL BANK OF CANADA | 0.0% | 100 | $1K |
| 7 | GROUP ONE TRADING LLC | 0.0% | 70 | $498 |
| 8 | SSA SWISS ADVISORS AG | 0.0% | 37 | $264 |
| 9 | TD Waterhouse Canada Inc. | 0.0% | 19 | $135 |
| 10 | FNY Investment Advisers, LLC | 0.0% | 10 | $71 |
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