MONTREAL, July 2, 2021 /CNW Telbec/ – Carebook Technologies Inc. (“Carebook” or the “Company“) (TSXV: CRBK) (OTCPK: CRBKF) (XETR: PMM1), a leading Canadian digital health company offering innovative digital health and virtual care solutions for pharmacies, employers and benefit providers, today announced the voting results from the Annual Meeting of Shareholders held virtually in Montreal, Quebec (“Meeting“) on Wednesday, June 30, 2021 and an amendment to its stock option plan (the “Stock Option Plan“).
Election of Directors
Each director nominee listed in the Management Information Circular dated May 18, 2021 (“Circular“) was elected as Director of the Corporation at the Meeting. Shareholders present in person or represented by proxy at the Meeting voted as follows:
Director Nominee |
Outcome |
Votes For |
% For |
Votes Withheld |
% Withheld |
Sheldon Elman |
Elected |
27,366,769 |
99.80 |
54,732 |
0.20 |
Stuart M. Elman |
Elected |
27,139,819 |
98.97 |
281,682 |
1.03 |
Josh Blair |
Elected |
27,366,369 |
99.80 |
55,132 |
0.20 |
Anne-Marie Boucher |
Elected |
27,366,769 |
99.80 |
54,732 |
0.20 |
Philippe Couillard |
Elected |
27,366,369 |
99.80 |
55,132 |
0.20 |
Appointment of external Auditors
Deloitte LLP were appointed as external auditors of the Corporation for the next year by a majority of the votes cast by the shareholders present or represented by proxy. Shareholders present in person or represented by proxy at the Meeting voted as follows:
Outcome |
Votes For |
% For |
Votes Withheld |
% Withheld |
Adopted |
27,397,101 |
99.91 |
24,400 |
0.09 |
Amendment to Stock Option Plan
The board of directors of the Company approved on May 18, 2021, an amendment to the Stock Option Plan to increase the maximum number of common shares of the Company (“Common Shares“) that may be issued pursuant to the exercise of options under the Stock Option Plan from 5,500,000 to 6,237,779, subject to receipt of approval of the TSX Venture Exchange (“TSX-V“) and shareholder approval. At the Meeting, shareholders were asked to consider, and if thought fit, to pass an ordinary resolution (the full text of which is attached as Schedule C to the Circular) to approve the amendment to the Stock Option Plan. At the Meeting, this resolution was adopted by a simple majority of the votes of disinterested Shareholders represented at the Meeting, in accordance with the rules and policies of the TSX-V as more particularly described in the Circular. At the Meeting, the resolution was adopted without modification. Disinterested shareholders present in person or represented by proxy at the Meeting voted as follows:
Outcome |
Votes For(1) |
% For |
Votes Withheld |
% Withheld |
Adopted |
7,865,679 |
76.05 |
2,476,978 |
23.95 |
(1) Pursuant to the policies of the TSX-V, the resolution to amend the Stock Option Plan was subject to the approval of disinterested shareholders. Consequently, such resolution was approved by a majority of the votes cast by all shareholders present in person or by proxy at the Meeting excluding a total of 17,260,844 votes attached to common shares of the Company beneficially owned by insiders (as defined in the policies of the TSX-V) to whom stock options may be granted under the Stock Option Plan or any associate (as defined in the policies of the TSX-V) of such person. For the purpose of the vote at the Meeting, all of the directors and officers of the Company, and their respective associates, were considered to be insiders, such that they and their associates did not vote on the resolution.
The implementation of the amendment to the Stock Option Plan remains subject to final approval from the TSX-V.
Continuance Out of British Columbia and into Federal Jurisdiction
At the Meeting, shareholders were asked to consider and, if deemed advisable, approve a special resolution annexed to the Circular as Schedule “E” authorizing the Company to continue out of the Province of British Columbia under the provisions of the Business Corporations Act (British Columbia) into Canada under the provisions of the federal Canada Business Corporations Act. At the Meeting, this resolution was approved without modification by more than two-thirds of the votes cast by the holders of the Common Shares, either present in person or represented by proxy at the Meeting. Shareholders present in person or represented by proxy at the Meeting voted as follows:
Outcome |
Votes For |
% For |
Votes Withheld |
% Withheld |
Adopted |
25,209,570 |
91.93 |
2,211,931 |
8.07 |
About Carebook Technologies
Our core is science. Our solutions are accessible. Our mission is to empower people.
Built on a powerful health platform, Carebook creates highly engaging, customer-centric digital solutions for pharmacies, employers, and benefits providers. Based in Montreal and led by a world-class team and Board with extensive global business and healthcare industry experience, Carebook’s core is science and technology, its philosophy is people-first, and its goal is accessible, connected health for everyone. On April 6, 2021, Carebook announced the closing of its acquisition of InfoTech Inc., doing business as Wellness Checkpoint®. InfoTech is a recognized global leader in health and productivity risk management. InfoTech’s proprietary software platform Wellness Checkpoint, IP and metrics are supported by advanced analytics and focus on employees’ physical health, mental health and well-being, and their impact on work and business effectiveness. InfoTech’s significant international client base will contribute to the growth of Carebook’s global footprint. Carebook’s shares trade on the TSXV under the symbol “CRBK” and the Company’s shares also trade on the OTC Markets under the symbol CRBKF and Frankfurt Stock Exchange under the symbol PMM1.
Notice regarding forward-looking statements:
This release includes forward-looking information within the meaning of Canadian securities laws regarding Carebook, its subsidiaries and their business. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Carebook and are based on assumptions and subject to risks and uncertainties. Although the management of Carebook believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including the risk factors identified in the Company’s management’s discussion and analysis for the year ended December 31, 2020 and described under the heading “Item 21 – Risk Factors” in the Listing Application of the Company dated September 28, 2020, each of which can be found on SEDAR under the Company’s profile at www.sedar.com. Although Carebook has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Carebook does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. In addition, the current situation and future developments with respect to the COVID-19 pandemic could cause certain of the assumptions and information set forth herein or the fact that on which such assumptions are based to differ materially from previous expectations including in respect of demand for our products, supply chain and availability of materials, mobility and shipping of materials and or products, access to debt and equity capital and other factors.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Carebook Technologies Inc.