- Slate will consist of seven nominees
- Ms. Colleen Morehead and Mr.
Peter Brimm, two new independent
nominees with impressive business credentials, included in
slate
TORONTO, Nov. 20,
2023 /CNW/ - Dye & Durham
Limited ("Dye & Durham" or the "Company")
(TSX: DND), one of the world's largest
providers of cloud-based legal practice management software
designed to make managing a law firm, organizing cases, and
collaborating with clients easy, today announced that it has mailed
its management information circular (the
"Circular") and related meeting materials in
respect of its upcoming annual general meting of shareholders, to
be held on December 19, 2023 (the
"Meeting"). In addition the Company announced
the following individuals that are included in this year's slate of
directors that will be proposed for election at the
Meeting:
- Brian L. Derksen, an independent
director and the current Chair of the board of directors (the
"Board")
- Matthew Proud, the Company's Global Chief Executive
Officer
- Leslie O'Donoghue, an
independent director and the current Chair of the Corporate
Governance and Nominating Committee of the Board
- Edward D. Prittie, an independent director and the current
Chair of the Compensation Committee of the Board
- Ronnie Wahi, an independent director and the current Chair of
the Audit Committee of the Board
- Colleen Moorehead, a proposed new independent director
- Peter C. Brimm, a proposed new
independent director
Both Ms. Moorehead and Mr. Brimm are very well respected in the
Canadian business community, and the Company is very excited to
have them as part of this year's slate of directors.
"Colleen and Peter are great additions to the Board with diverse
experiences and expertise that will support our continued growth,"
said Matt Proud, CEO of Dye &
Durham.
Ms. Moorehead is currently a Special Advisor to Osler, Hoskin & Harcourt LLP. Ms.
Moorehead has extensive experience building successful companies
and valuable brands. She had a long successful career in the
financial services industry that spans over 35 years. While she
began her career at Merrill Lynch and CIBC, Ms. Moorehead was a
co-founder and President of E*TRADE Canada. Ms. Moorehead is Chair of the Board of
Merrco Payments and past Chair of the Governance Committee and
Board member of Solium Capital. She also participates in the early
stage ecosystem through iNovia Capital Board of Advisors, Creative
Destruction Lab Strategic Advisory Board and 111 Advisory
Committee. Since 2003, Ms. Moorehead has been a founder and
business director of The Judy Project, one of Canada's leading leadership forums, uniquely
designed for executive women ascending to C-suite positions at the
University of Toronto's Joseph Rotman School of Management. Ms.
Moorehead is based in Toronto, Ontario,
Canada.
Mr. Brimm has over 20 years of capital allocation, investing,
and operating experience across multiple industries as a strategy
and operations consultant, C-Suite executive, and investor. Mr.
Brimm is currently the President of Envoy Holdings, a family
office. Prior to this position, Mr. Brimm was the Executive Vice
President of Strategy and Innovation for Shiplake Properties, a
Toronto-based real estate firm.
Previously to that, Mr. Brimm served as the Chief Growth Officer at
Leap Tool Inc., where he helped build out the businesses
capabilities and helped the business achieve significant revenue
growth (qualifying for the Deloitte Fast50 for two consecutive
years). He has also held various roles working as a portfolio
manager for several leading hedge funds in the US and in
Canada, including Relational
Investors and West Face Capital Inc., among others. Mr. Brimm holds
an MBA from the Stanford University
Graduate School of Business with certificates in Global Management
and Public Management and a B.A. cum laude in Business Economics
from the University of California at Los
Angeles. Mr. Brimm is a member of the CFA institute. Mr.
Brimm is based in Toronto, Ontario,
Canada.
Mr. Brimm was added to the slate following the printing of the
Meeting materials, and therefore his biography is not included in
the Circular sent to the Company's shareholders in connection with
the Meeting. Other than in respect of the information included in
this press release, the addition of Mr. Brimm would not result in
any material changes to the Circular. Following the addition of Mr.
Brimm to the slate, included below is certain updated information
about the Company's director nominees.
Governance
Element
|
D&D
Practice
|
Board
Size
|
Seven nominee
directors.
|
Board
Independence
|
Six independent nominee
directors.
|
Board
Diversity
|
Two women nominee
directors (29%) and one nominee director that self-identifies as a
visible minority (14%) for a total of three directors (43%) that
are nominated from underrepresented groups.
|
Not standing for re-election at the Meeting are Mario Di Pietro and Dave
MacDonald, who have been directors since the initial public
offering and contributed significantly to the development of the
Company over the last three years.
Given the change to the slate, the Company expects to mail a new
proxy to shareholders of record in respect of the Meeting, which
will include Mr. Brimm as a director nominee. As indicated in the
proxy and in accordance with applicable law, the securities
represented by an applicable proxy will be voted as directed by the
holder. However, if such a direction is not made in respect of any
matter on the proxy, and the proxy appoints the Company's
management nominees listed on the proxy as their proxyholder, the
proxy will be voted as recommended by the Company's management. As
such, all shares for which the Company's management nominees listed
on the proxy are appointed as proxyholder, absent directions to the
contrary, will be voted FOR Mr. Brimm's election.
About Dye & Durham
Dye & Durham Limited provides premier practice management
solutions empowering legal professionals every day, delivers vital
data insights to support critical corporate transactions and
enables the essential payments infrastructure trusted by government
and financial institutions. The company has operations in
Canada, the United Kingdom, Ireland, Australia and South
Africa.
Additional information can be found at www.dyedurham.com
Forward-Looking Statements
This press release may contain forward-looking information and
forward-looking statements within the meaning of applicable
securities laws, which reflects the Company's current expectations
regarding future events, including with respect to the Company's
Meeting and the election of the nominees at the Meeting. In some
cases, but not necessarily in all cases, forward-looking statements
can be identified by the use of forward looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends",
"assumes", "anticipates" or "does not anticipate" or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might", "will" or "will
be taken", "occur" or "be achieved". In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
statements. Forward-looking statements are not historical facts,
nor guarantees or assurances of future performance but instead
represent management's current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Specifically, statements regarding Dye & Durham's Meeting,
the election of the slate of directors at the Meeting are
forward-looking information. Forward-looking information is based
on a number of assumptions and is subject to a number of risks and
uncertainties, many of which are beyond the Company's control,
which could cause actual results and events to differ materially
from those that are disclosed in or implied by such forward-looking
information. Such risks and uncertainties include, but are not
limited to, the factors discussed under "Risk Factors" in the
Company's most recent annual information form. If any of these
risks or uncertainties materialize, or if the opinions, estimates
or assumptions underlying the forward-looking information prove
incorrect, actual results or future events might vary materially
from those anticipated in the forward-looking information. Although
the Company has attempted to identify important risk factors that
could cause actual results to differ materially from those
contained in forward-looking information, there may be other risk
factors not presently known to the Company or that the Company
presently believes are not material that could also cause actual
results or future events to differ materially from those expressed
in such forward-looking information.
No forward-looking statement is a guarantee of future events.
Accordingly, you should not place undue reliance on forward-looking
information, which speaks only as of the date made. The
forward-looking information contained in this press release
represents Dye & Durham's expectations as of the date specified
herein, and are subject to change after such date. However, the
Company disclaims any intention or obligation or undertaking to
update or revise any forward-looking information or to publicly
announce the results of any revisions to any of those statements,
whether as a result of new information, future events or otherwise,
except as required under applicable securities laws. All of the
forward-looking information contained in this press release is
expressly qualified by the foregoing cautionary statements.
SOURCE Dye & Durham Limited