Roots Announces Results of Voting at Fiscal 2024 Annual and Special Meeting of Shareholders and Changes to Board of Directors
The total number of shares represented at the Meeting was 32,924,989, representing approximately 82% of Roots' outstanding shares entitled to be voted.
Election of Directors
All of the nominees listed in the Management Information Circular prepared in connection with the Meeting were elected as directors by a resolution passed by a majority of the shareholders represented in person or by proxy at the Meeting, to hold office until the next annual meeting following their election or until their successors are elected or appointed. The following represents the votes received with regard to such matter:
Nominee
Votes For
% Votes For
Votes Against
% Votes Against
Phil Bacal
32,880,672
99.87%
43,987
0.13%
Scott Cameron
32,882,972
99.87%
41,687
0.13%
Mary Ann Curran
32,887,789
99.89%
36,870
0.11%
Gregory David
32,887,732
99.89%
36,927
0.11%
Edward H. Kernaghan
32,893,372
99.90%
31,287
0.10%
Dale H. Lastman, C.M., O. Ont.
32,883,982
99.88%
40,677
0.12%
Dexter Peart
32,886,772
99.88%
37,887
0.12%
Meghan Roach
32,883,989
99.88%
40,670
0.12%
Erol Uzumeri
32,867,677
99.83%
56,982
0.17%
Expand
As previously disclosed, Richard Mavrinac and Joel Teitelbaum did not seek re-election at the Meeting.
Meghan Roach, President and Chief Executive Officer of Roots, stated: 'We look forward to welcoming Scott Cameron and Ed Kernaghan to the Roots Board of Directors. Scott's deep experience in Asia will be additive as we continue to explore global expansion, while Ed brings a strong background in capital markets and public company boards. I would also like to sincerely thank Joel Teitelbaum and Richard Mavrinac for their commitment and meaningful contributions to Roots over the years.'
Erol Uzumeri, Chairman of the Board, added: 'We are excited to strengthen our Board with the appointments of Scott and Ed, whose complementary skills fit perfectly with our goals. Scott's international experience and Ed's governance expertise will bring valuable insights to our discussions as we work toward a promising future. On behalf of the Board, I am grateful to Joel and Richard for their thoughtful leadership and commitment throughout their tenure.'
Scott Cameron is a self-employed consultant advising and financing ventures in the consumer, apparel, and sports/athletics sectors. Between 2021-2022, he served as CEO of Hourglass Cosmetics, a cruelty-free luxury beauty brand. Prior to that, Mr. Cameron held several senior executive roles at Canada Goose from 2016-2021, including President of Asia-Pacific, President of Greater China, EVP of Stores and Ecommerce, and Chief Strategy and Business Development Officer. Before Canada Goose, Mr. Cameron was a Partner in the Consumer and Retail practice at McKinsey & Company, advising global brands on growth strategy, merchandising, international expansion, organization, and digital transformation. He holds an MBA from Harvard Business School, where he was a George Baker Scholar, and a Bachelor of Commerce (Honours) from Queen's University.
Edward Kernaghan is currently President of Kernwood Limited and a partner at Kernaghan & Partners, positions he has held since October 2000 and January 2015, respectively. Mr. Kernaghan has over 15 years of experience in the financial services business. He held the position of Executive Vice-President at Kernaghan Securities, a firm he started along with his father, Ted Kernaghan, in 2001. Mr. Kernaghan also currently serves on a number of other public company boards, including Velan Inc., Exco Technologies Limited, Obsidian Energy Ltd. and Black Diamond Group Limited. Mr. Kernaghan is a graduate of the University of Toronto with a Master of Science in Theoretical Physics, and he has a Bachelor of Science, Honors degree from Queen's University.
Appointment of Auditors
KPMG LLP was reappointed as auditor of Roots and the directors were authorized to fix the auditor's remuneration by a resolution passed by a majority of the shareholders represented in person or by proxy at the Meeting. The following represents the votes received with regard to such matter:
Votes For
% Votes For
Votes Withheld
% Votes Withheld
32,905,219
99.94%
19,770
0.06%
Expand
Approval of Amendment to Omnibus Equity Incentive Plan
The adoption of the amendment to Roots' omnibus equity incentive plan was approved by a resolution passed by a majority of the shareholders present or represented by proxy at the Meeting. As a result, the total number of common shares of Roots available for issuance under the omnibus equity incentive plan has increased from 3,679,220 common shares to 4,084,703 common shares. The following represents the votes received with regard to such matter:
Votes For
% Votes For
Votes Against
% Votes Against
32,761,398
99.50%
163,261
0.50%
Expand
About Roots
Established in 1973, Roots is a global lifestyle brand. Starting from a small cabin in northern Canada, Roots has become a global brand with over 100 corporate retail stores in Canada, two stores in the United States, and an eCommerce platform, roots.com. We have more than 100 partner-operated stores in Asia, and we also operate a dedicated Roots-branded storefront on Tmall.com in China. We design, market, and sell a broad selection of products in different departments, including women's, men's, children's, and gender-free apparel, leather goods, footwear, and accessories. Our products are built with uncompromising comfort, quality, and style that allows you to feel At Home With NatureTM. We offer products designed to meet life's everyday adventures and provide you with the versatility to live your life to the fullest. We also wholesale through business-to-business channels and license the brand to a select group of licensees selling products to major retailers. Roots Corporation is a Canadian corporation doing business as 'Roots' and 'Roots Canada'.
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