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ARTICLE · 17 JULY 2013

TSX Provides Guidance On Rules Relating To Director Elections

Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
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Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

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Effective December 31, 2012, the Toronto Stock Exchange implemented rules that generally require TSX-listed issuers to provide for the election of directors individually and not by way of a slate, hold annual elections for all directors, make specified disclosures concerning majority voting for the election of directors, and forthwith release detailed disclosure of director election voting results.

CanadaCorporate/Commercial Law

Effective December 31, 2012, the Toronto Stock Exchange (TSX) implemented rules (the Rules) that generally require TSX-listed issuers to provide for the election of directors individually and not by way of a slate, hold annual elections for all directors, make specified disclosures concerning majority voting for the election of directors, and forthwith release detailed disclosure of director election voting results (see our October 2012 Blakes Bulletin: TSX Adopts, and Proposes, New Director Election Requirements).

With the 2013 proxy season completed, the TSX has released guidance on the Rules (the Guidance).

News Release Requirement

The Rules require that, following each meeting of security holders at which there is a vote on the election of directors, each TSX-listed issuer must forthwith issue a news release disclosing the detailed results of the vote for the election of directors. The Rules do not specify what constitutes "detailed results" and,

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