TORONTO, May 12, 2025 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (OTCQB: BYLTF) (the "Company" or "Baylin") announced today the results of its annual and special meeting of shareholders held on May 8, 2025 (the "Meeting"). The results of each item of business on which a vote was taken are set out below.
Baylin Technologies Inc. Logo (CNW Group/Baylin Technologies Inc.)
There were 122,367,584 common shares of the Company represented by shareholders present in person or by proxy at the Meeting, representing approximately 80.81% of the number of common shares outstanding at the record date for the Meeting. All votes were conducted by ballot. Matters 3, 4 and 5 were approved by disinterested vote in accordance with the rules of the Toronto Stock Exchange.
Matter 1: Election of Directors
Each of the eight nominees proposed by management was elected to serve as a director of the Company to hold office for the ensuing year or until their successors are elected or appointed.
Nominee
Votes in Favour
Votes Withheld
Number
Percentage
Number
Percentage
Leighton Carroll
122,178,773
99.87
162,178
0.13
Janice Davis
122,184,947
99.87
156,004
0.13
Bejoy Pankajakshan
122,196,423
99.88
144,528
0.12
Barry Reiter
122,171,173
99.86
169,778
0.14
Jeffrey Royer
122,051,273
99.76
289,678
0.24
David Saska
122,197,773
99.88
143,178
0.12
Donald Simmonds
122,184,823
99.87
156,128
0.13
Harold Wolkin
120,983,448
98.89
1,357,503
1.11
Matter 2: Appointment of Auditors
RSM Canada LLP were appointed auditors of the Company to hold office until the next annual meeting of shareholders and the board of directors was authorized to fix their remuneration.
Votes in Favour
Votes Withheld
Number
Percentage
Number
Percentage
122,338,405
99.98
29,179
0.02
Matter 3: Amendments to the Omnibus Equity Incentive Plan
The shareholders approved amendments to the Company's Omnibus Equity Incentive Plan (as amended and restated, the "Plan"), including amendments to the basis on which the limit on the number of common shares issuable under the Plan is determined and to remove the limits on the number of shares issuable and issued to reporting insiders under the Plan, as described in the Management Information Circular for the Meeting.
Disinterested Votes in Favour
Votes Against
Number
Percentage
Number
Percentage
118,620,760
98.80
1,442,020
1.20
Matter 4: Approval of 2024 Bonus Awards Plan
The shareholders approved the 2024 Bonus Awards Plan, a new security-based compensation arrangement providing for the payment of bonuses to eligible employees in the form of equity awards, as described in the Management Information Circular for the Meeting.
Disinterested Votes in Favour
Votes Against
Number
Percentage
Number
Percentage
121,838,004
99.77
277,704
0.23
Matter 5: Approval of Performance Award Plan
The shareholders approved the Performance Award Plan, a new security-based compensation arrangement providing for the grant of a performance-based award to the Chief Executive Officer of the Company, as described in the Management Information Circular for the Meeting.
Disinterested Votes in Favour
Votes Against
Number
Percentage
Number
Percentage
120,509,953
98.80
1,462,182
1.20
Matter 6: Common Share Consolidation
The shareholders approved an amendment to the articles of the Company to consolidate the number of outstanding common shares on the basis of 40 pre-consolidation common shares for one post-consolidation common share (the "Consolidation"), as described in the Management Information Circular for the Meeting.
Votes in Favour
Votes Against
Number
Percentage
Number
Percentage
120,145,355
98.18
2,222,229
1.82
The Company will not be proceeding immediately with the Consolidation. Instead, the board of directors of the Company intends to evaluate an appropriate time to implement the Consolidation and will make a public announcement once it has determined to proceed.
About Baylin
Baylin is a leading diversified global wireless technology company. Baylin focuses on research, design, development, manufacturing and sales of passive and active radio-frequency and satellite communications products, and the provision of supporting services. Baylin aspires to exceed its customers' needs and anticipate the direction of the market. For further information, please visit www.baylintech.com.
Forward Looking Statements
This press release includes forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are not statements of historical fact. Rather, they are disclosure regarding conditions, developments, events or financial performance that we expect or anticipate may or will occur in the future, including, among other things, information or statements concerning our objectives and strategies to achieve those objectives, statements with respect to management's beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance or results. Forward-looking statements can be identified generally by the use of forward looking terminology, such as "anticipate", "believe", "could" "should", "would", "estimate", "expect", "forecast", "indicate", "intend", "likely, "may", "outlook", "plan", "potential", "project", "seek", "target", "trend" or "will", or the negative or other variations of these words or other comparable words or phrases, and are intended to identify forward-looking statements, although not all forward-looking statements contain these words.
The forward-looking statements in this press release include statements regarding timing of the Consolidation. Forward-looking statements are based on certain assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth and sales in passive and active radio frequency and satellite communications products and services, and other factors we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct.
Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including the risk factors discussed in the Company's most recent Annual Information Form, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca. All the forward-looking statements in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.
