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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