Mr. Don Klapko reports
EQUAL ENERGY ANNOUNCES SHAREHOLDER VOTE RESULTS, NAMES NEW CHAIRMAN
Equal Energy Ltd. has appointed Michael Doyle as chairman. Equal thanks Dan Botterill, the previous chairman, who did not
stand for re-election, and two other outgoing directors also not
standing for re-election, Roger Giovanetto and Peter Carpenter, for
their dedicated service.
At the annual and special meeting of shareholders held on May 13, 2013,
all seven director nominees were elected by a majority of the votes cast,
including four incumbents and three new directors. Shareholders voted
against three proposals put forward by the company, including a bylaw
amendment requiring advance notice of nominations to the board. That
bylaw, which took effect on Jan. 24, 2013, after approval by the
board, has been repealed as a result of the vote, and the minimum quorum
for future shareholder meetings will revert back to two shareholders
holding not less than 5 per cent of the votes.
"The overall voting results reinforce comments we have heard that
shareholders are frustrated," said Mr. Doyle, chairman. "The
message has been received and we will endeavour to respond by enhancing
communications between shareholders and the board of directors, and by
reaching out more actively to the financial community."
New shareholder communications policy
As part of the board's intention to provide open communication with its
shareholders, Equal is developing a formal shareholder communications
policy. Among other things, Equal intends to establish a new website
contact form for shareholder communications with the board on
governance issues and other matters within the board's purview.
Equal is also considering communications initiatives such as a webcast
quarterly conference call with investors to respond to questions, and
an open house for investors and analysts at the company's Hunton property to
raise Equal's profile.
Board committees
Following is the composition of Equal's four regular board committees. All
members on all committees are independent as defined under both U.S. and
Canadian securities legislation.
The audit committee consists of Victor Dusik (chair), Lee Canaan and Michael Coffman. The compensation committee consists of Mr. Dusik (chair), Mr. Coffman and Mr. Doyle. The governance and nominating committee consists of Mr. Doyle (chair), Kyle Travis and Robert Wilkinson. The reserves and health, safety and environment committee consists of Mr. Travis (chair), Mr. Canaan and Mr. Wilkinson.
Vote results for directors
The detailed results of the vote for the election of directors are set
out in the attached table.
Director Votes for % for Votes withheld % withheld
Michael Coffman 10,433,204 69.21% 4,641,688 30.79%
Kyle Travis 10,416,945 69.10% 4,657,947 30.90%
Lee Canaan 10,431,314 69.08% 4,661,578 30.92%
Victor Dusik 7,394,985 54.54% 6,164,432 45.46%
Robert Wilkinson 7,389,084 54.49% 6,170,333 45.51%
Michael Doyle 7,325,897 54.03% 6,233,520 45.97%
Don Klapko 6,884,143 50.77% 6,675,274 49.23%
Vote results on other matters
Other matters before the meeting are described more fully in the
management information circular dated April 9, 2013. Shareholders voted
for the appointment of KPMG LLP as auditor and voted against a
proposed amendment to the articles of Equal to permit a stock dividend
if the company so chooses, and against a proposal to approve the
issuance of unallocated entitlements under each of Equal's stock option
plan and restricted share and performance plan.
A majority of shareholders voted against a non-binding advisory on
executive compensation and for annual voting regarding the frequency of
advisory votes on executive compensation.
Additional details of voting results for the meeting are available on
the U.S. filing system EDGAR and on the Canadian filing system SEDAR.
We seek Safe Harbor.
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