Descartes Systems Group (Nasdaq: DSGX) (TSX:DSG), the global leader
in uniting logistics-intensive businesses in commerce, announced
the voting results from its annual meeting of shareholders held on
Thursday, June 16, 2022 (the “Meeting”) and the appointment of
certain officers.
Meeting ResultsThe following matters, as set
out in more detail in its Management Information Circular dated
April 29, 2022, were considered and voted on by shareholders at the
Meeting:
GeneralThe total number of common shares of the
Corporation represented in person or by proxy at the Meeting was
75,953,873, which represented 89.59% of the 84,781,562 common
shares of the Corporation that were outstanding as of the record
date for the Meeting, being April 21, 2022.
Election of DirectorsOn a vote by ballot, each
of the following 10 nominees proposed by management of the
Corporation was elected as a director of the Corporation:
Director Nominee |
Number of Votes FOR |
Number of VotesWITHHELD |
Percentage of TotalVotes FOR |
Deepak
Chopra |
73,912,569 |
795,194 |
98.94% |
Deborah
Close |
74,206,962 |
500,800 |
99.33% |
Eric
Demirian |
73,563,137 |
1,144,625 |
98.47% |
Sandra
Hanington |
74,451,302 |
256,460 |
99.66% |
Kelley
Irwin |
74,450,478 |
257,285 |
99.66% |
Dennis
Maple |
74,451,747 |
256,015 |
99.66% |
Chris
Muntwyler |
74,452,408 |
255,355 |
99.66% |
Jane
O’Hagan |
74,233,438 |
474,324 |
99.37% |
Edward Ryan |
74,435,814 |
271,948 |
99.64% |
John Walker |
73,810,980 |
896,782 |
98.80% |
Sandra Hanington joins as a new director of the Corporation
after having most recently served as the President & Chief
Executive Officer of the Royal Canadian Mint, a $1.4 billion global
manufacturing and marketing business. Prior to that, Ms. Hanington
served in a number of progressively senior roles in the financial
services industry in Canada and the U.S., culminating as Executive
Vice-President and member of the Management Committee of BMO
Financial Group. Ms. Hanington currently serves as a director for
Extendicare Inc. (TSX:EXE), which provides care to seniors across
Canada in long-term care homes, retirement homes or through quality
home care; as a director of Aimia Inc. (TSX:AIM), an investment
holding company; and is a member of the Governing Council of the
University of Toronto. Ms. Hanington previously served on the
boards of Canada Mortgage and Housing Corporation and Symcor,
Inc.
Kelley Irwin also joins as a new director of the Corporation.
Ms, Irwin currently serves as the Chief Information Officer of the
Electrical Safety Authority (ESA) for the Province of Ontario.
Prior to her role with the ESA, Ms. Irwin has led several global
technology teams, holding executive information technology roles at
Sun Life Financial, TD Bank, Economical Insurance and Sonnet
Insurance. Ms. Irwin is a cyber advocate and is active in public
forums on cyber security. Ms. Irwin currently serves as a director
on the board of Pro-Demnity, a professional liability insurer to
architectural practices in the Province of Ontario.
Appointment of AuditorsOn a vote by ballot,
KPMG LLP, Chartered Professional Accountants and Licensed Public
Accountants, were appointed as the auditors of the Corporation
until the close of the next annual meeting of shareholders or until
their successors are appointed.
Number of Votes FOR |
Number of Votes WITHELD |
Percentage of Total Votes FOR |
75,862,856 |
89,973 |
99.88% |
Amendment of Performance and Restricted Share Unit
PlanOn a vote by ballot, the resolution proposed by
management of the Corporation to make certain amendments to the
Corporation’s Performance and Restricted Share Unit plan was
approved:
Number of Votes FOR |
Number of Votes AGAINST |
Percentage of Total Votes FOR |
72,868,995 |
1,838,767 |
97.54% |
Say-On-PayOn a vote by ballot, the “Say-On-Pay”
resolution proposed by management of the Corporation was
approved.
Number of Votes FOR |
Number of Votes AGAINST |
Percentage of Total Votes FOR |
70,741,582 |
3,966,179 |
94.69% |
Appointment of Officers
Reappointment of Chair, CEO and CEO’s Direct
ReportsThe board of directors confirmed the reappointment
of Eric Demirian as the non-executive independent Chair of the
Corporation.
The board of directors also confirmed the reappointment of
executive officers of the Corporation. The Corporation’s management
will continue to be led by Edward Ryan as Chief Executive Officer,
reporting to the board of directors. J. Scott Pagan, President and
Chief Operating Officer, and Allan Brett, Chief Financial Officer,
will continue in their roles, reporting directly to Mr. Ryan.
Promotion of Andrew Roszko to Chief Commercial
OfficerThe board of directors is also pleased to announce
the promotion and appointment of Andrew Roszko to the role of Chief
Commercial Officer, reporting to the President and Chief Operating
Officer.
Mr. Roszko first joined Descartes as part of its acquisition of
the business of CubeRoute in November 2006, where he was a founder
and held both engineering and operational leadership roles. Since
then, he has held progressively increasing senior sales leadership
roles at Descartes. He was appointed Executive Vice President,
Global Sales, in 2019 and them promoted to Executive Vice
President, Commercial Operations, in 2021.
In his role as Chief Commercial Officer, Mr. Roszko will oversee
the Corporation’s global go-to-market activities, including sales,
marketing, customer success and other commercial operations, as
well as the Corporation’s solution pillar general management
organization. In addition, Mr. Roszko will continue to play a key
role with the rest of the leadership team in identifying and
executing on potential acquisition opportunities to grow Descartes’
commercial and solution portfolio for the benefit of Descartes’
customers and broader stakeholders.
“We’re excited for Andrew to take on this new role and help us
continue to grow our business,” said Edward Ryan, Descartes’ CEO.
“Andrew’s commercial acumen and operational knowledge makes him a
valued contributor to our experienced leadership team.”
Reappointment of Additional OfficersThe board
of directors also confirmed the reappointment of the following
officers, reporting to the President and Chief Operating
Officer:
Raimond Diederik |
EVP Information Services |
Edward Gardner |
EVP Corporate Development |
Chris Jones |
EVP Industry & Services |
Maija Michel |
SVP Human Resources |
Peter Nguyen |
General Counsel, Corporate Secretary & SVP Legal |
Robert Parker |
EVP Customer Support and Client Services |
Kenneth Wood |
EVP Product Management |
About Descartes
Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in
providing on-demand, software-as-a-service solutions focused on
improving the productivity, performance and security of
logistics-intensive businesses. Customers use our modular,
software-as-a-service solutions to route, schedule, track and
measure delivery resources; plan, allocate and execute shipments;
rate, audit and pay transportation invoices; access global trade
data; file customs and security documents for imports and exports;
and complete numerous other logistics processes by participating in
the world's largest, collaborative multimodal logistics community.
Our headquarters are in Waterloo, Ontario, Canada and we have
offices and partners around the world. Learn more
at www.descartes.com, and connect with us
on LinkedIn and Twitter.
Descartes Investor Contact Laurie McCauleyTel:
(519) 746-6114 x202358investor@descartes.com
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