TSX Provides Guidance On Voting Agreements

On February 27, 2023, the Toronto Stock Exchange (TSX) published Staff Notice 2023-0001 (the Notice), providing guidance on how TSX addresses voting agreements entered into between a TSX listed issuer and one or more of its security holders. The Notice provides guidance on when TSX will review voting agreements and its conditions for acceptance.

Voting Agreements

Specifically, the Notice provides guidance on voting agreements that require a security holder to vote, or cause to be voted, its voting securities on certain matters as directed by management of the issuer or in favour of one or more management proposals. This will commonly require a security holder to vote in favour of management's director nominees, but may also require the security holder to vote as directed by management on additional matters (such as the appointment of auditors, compensation related matters or items of special business) and may also relate to transactions or corporate