Against Votes For Directors, New Timing On Shareholder Proposals And Other CBCA Changes Now In Effect

On August 31, 2022, amendments to the Canada Business Corporations Act (the CBCA) and the Canada Business Corporation Regulations, 2001 (the CBCA Regulations) came into force, impacting how directors of CBCA corporations with publicly traded securities and other distributing corporations are elected. The changes also alter timelines for submission of shareholder proposals, among other things.

Voting against directors

Shareholders of CBCA corporations which are distributing corporations now will be able to cast votes for or against the election of each nominee for director where the number of nominees equals the number of positions to be elected at the meeting (referred to as an uncontested director election). A director candidate is elected if the candidate receives more for than against votes at the meeting, unless the corporation's articles require a higher threshold of for votes.¹