Tony, I don't mean to disappoint, but one single vote would re-elect any person on the management slate of directors. Any vote withheld is of no import whatsoever.
The TSX requires that listed companies disclose whether they require a majority vote to re-elect a director, but that is not mandatory. So, not an issue. On the Venture, that guideline does not apply. So, that's really not an issue.
Therefore, and just as an example, Peter Smith could vote in favour of electing Debra Chapman, and vice versa, and they would both be elected for another year.....provided of course that they both had so much as a single voting share as at the record date. Any voting decision of any other shareholder would not matter one bit. Only positive votes are recorded with respect to the election of directors. Elections to withhold a vote with respect to the election of a director are not counted.
The only possible alternative to this scenario, at the present time, is to have an alternative slate of directors proposed by means of a dissident proxy circular, which would be distributed prior to the AGM according to clearly defined rules, which may also include restrictive timelines defined in advance notice by-laws of the corporation. If the filing of the circular describing the dissident slate meets the required filing and distribution guidelines, then only "for" votes are counted with respect to the election of directors put forward on either the management or dissident slates of prospective directors. The elected Board of Directors could include members from both slates.
I want to be clear, this situation is not unique to Fancamp. I merely laid it out in the context of this specific corporation.
Lar
