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Kelso Technologies Declaration of Voting Results & Voting Rights Announcements 2023

Jun 2, 2023

43879_rns_2023-06-02_8aae76ba-63a9-4a6f-ab30-a8324ead9672.pdf

Declaration of Voting Results & Voting Rights Announcements

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KELSO TECHNOLOGIES INC. (the “Corporation”) Annual General Meeting of Shareholders June 1, 2023 (the “Meeting”)

REPORT OF VOTING RESULTS

Common Shares represented at the Meeting: 25,816,872 Total issued and outstanding Common Shares as at Record Date: 54,320,086 Percentage of issued and outstanding Common Shares represented: 47.53%

The following matters were voted on at the Meeting:

1. Appointment of Auditor

By resolution passed by a vote conducted by a poll, Smythe, LLP, Chartered Professional Accountants were appointed as auditors of the Corporation for the ensuing year and the Directors of the Corporation were authorized to fix the remuneration of the auditor. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Withheld % Votes Withheld
24,136,882 93.49% 1,679,989 6.51%

2. To set the number of Directors at Seven

By resolution passed by a vote conducted by a poll, the number of Directors of the Corporation was set at seven. Proxies received by management in advance of the Meeting indicated the following:

Votes For % VotesFor Votes Against % VotesAgainst
24,151,694 93.55% 1,665,178 6.45%

3. Election of Directors

By resolution passed by a vote conducted by a poll, six of the seven nominees listed in the Corporation’s Management Information Circular dated April 19, 2023 (the “ Circular ”) were elected as Directors of the Corporation to hold office for the ensuing year. Proxies received by management in advance of the Meeting indicated the following:

Nominee Votes For % Votes For Votes Withheld % Votes Withheld
James R. Bond 11,701,008 70.81% 4,823,492 29.19%
Peter Hughes 6,687,283 40.47% 9,837,217 59.53%
Anthony Andrukaitis 13,178,617 79.75% 3,345,883 20.25%
Paul Cass 14,239,880 86.17% 2,284,620 13.83%
Nominee Votes For % Votes For Votes Withheld % Votes Withheld
Laura Roach 13,637,549 82.53% 2,886,951 17.47%
Jesse V. Crews 14,318,799 86.65% 2,205,701 13.35%
Frank Busch 14,207,899 85.98% 2,316,601 14.02%

4. Approval of Stock Option Plan

By resolution passed by a vote conducted by a poll, certain amendments to the Corporation’s incentive stock option plan, as more particularly described in the Circular were approved. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Against % Votes Against
9,456,883 57.23% 7,067,617 42.77%

5. Approval of Unallocated Options

By resolution passed by a vote conducted by a poll, the unallocated options under the Stock Option Plan, as amended from time to time, was not approved. Proxies received by management in advance of the Meeting indicated the following:

Votes For % Votes For Votes Against % Votes Against
7,141,014 43.21% 9,383,486 56.79%

Dated: June 2, 2023

Kelso Technologies Inc. Report of Voting Results June 1, 2023 Page 2 of 2