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Constellation Software Inc. — Declaration of Voting Results & Voting Rights Announcements 2024
May 14, 2024
45800_rns_2024-05-13_aa452828-a931-4230-8b66-5f6256a27498.pdf
Declaration of Voting Results & Voting Rights Announcements
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CONSTELLATION SOFTWARE INC.
VIA SEDAR+
May 13, 2024
Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan, Securities Division The Manitoba Securities Commission
Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Superintendent of Securities, Prince Edward Island Superintendent of Securities, Newfoundland and Labrador Superintendent of Securities, Northwest Territories Superintendent of Securities, Yukon Superintendent of Securities, Nunavut
Dear Sirs/Mesdames:
RE: Constellation Software Inc. Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)
Following the annual meeting of shareholders of Constellation Software Inc. (the “ Corporation ”) held on May 13, 2024 (the “ Meeting ”), and in accordance with section 11.3 of NI 51-102, we hereby advise you of the following voting results obtained at the Meeting:
1. Election of Directors
Each of the nominees proposed in the Corporation’s Management Information Circular dated as of March 27, 2024 was elected by ballot in accordance with the Corporation’s majority director election policy.
| Name of Nominee | Votes For | % | Votes Withheld | % |
|---|---|---|---|---|
| Jeff Bender | 15,492,155 | 95.77% | 684,536 | 4.23% |
| John Billowits | 14,223,243 | 87.92% | 1,953,447 | 12.08% |
| Lawrence Cunningham | 15,968,213 | 98.71% | 208,476 | 1.29% |
| Susan Gayner | 15,756,804 | 97.40% | 419,886 | 2.60% |
| Claire Kennedy | 15,735,165 | 97.27% | 441,525 | 2.73% |
| Robert Kittel | 13,658,442 | 84.43% | 2,518,248 | 15.57% |
| Name of Nominee | Votes For | % | Votes Withheld | % |
|---|---|---|---|---|
| Mark Leonard | 15,942,314 | 98.55% | 234,377 | 1.45% |
| Mark Miller | 15,152,656 | 93.67% | 1,024,033 | 6.33% |
| Lori O’Neill | 15,756,775 | 97.40% | 419,915 | 2.60% |
| Donna Parr | 16,094,612 | 99.49% | 82,079 | 0.51% |
| Andrew Pastor | 15,047,509 | 93.02% | 1,129,180 | 6.98% |
| Dexter Salna | 14,991,318 | 92.67% | 1,185,372 | 7.33% |
| Laurie Schultz | 16,102,081 | 99.54% | 74,609 | 0.46% |
| Barry Symons | 15,491,557 | 95.76% | 685,134 | 4.24% |
| Robin Van Poelje | 14,739,328 | 91.11% | 1,437,361 | 8.89% |
2. Appointment of KPMG LLP as the Corporation’s Auditors
On a vote by ballot, KPMG LLP was re-appointed as the Corporation’s auditors and the directors were authorized to determine their remuneration by at least a majority of shareholders.
| Votes For | % | Votes Withheld | % |
|---|---|---|---|
| 14,327,509 | 87.64% | 2,021,303 | 12.36% |
3. Executive Compensation
On a vote by ballot, an advisory resolution was passed approving the Corporation’s approach to executive compensation.
| Votes For | % | Votes Against | % |
|---|---|---|---|
| 15,547,036 | 96.10% | 631,595 | 3.90% |
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MTDOCS 50940868
Yours truly,
CONSTELLATION SOFTWARE INC.
/s/ Jamal Baksh
Jamal Baksh Chief Financial Officer
MTDOCS 50940868