Sphere 3D Announces Date for Special Shareholder Meeting
May 15 2017 - 8:32AM
Sphere 3D Corp. (NASDAQ:ANY), a containerization, virtualization,
and data management solutions provider, today announced that it has
scheduled a special shareholder’s meeting on June 27, 2017 (the
“Special Meeting”) in San Jose, California, to start at 9:00 am
Pacific time. The Company also announced that its board of
directors ("Board") has adopted a by-law relating to the advance
nomination of directors of the Company (the "Advance Notice
By-Law") as well as approved certain amendments to the Company’s
existing by-law.
Advance Notice By-Law:
The Advance Notice By-Law establishes a framework for advance
notice of nominations of directors by shareholders of the
Company. Among other things, the Advance Notice By-Law fixes
deadlines by which shareholders must submit a notice of director
nominations to the Company prior to any annual or special meeting
of shareholders where directors are to be elected and sets out the
information that a shareholder must include in the notice. The
Advance Notice By-Law does not interfere with the ability of
shareholders to requisition a meeting or to nominate directors by
way of a shareholder proposal in accordance with the Ontario
Business Corporations Act ("OBCA").
In the case of an annual meeting of shareholders (including an
annual and special meeting of shareholders), notice may be made not
later than the close of business on the 30th day before the date of
the annual meeting of shareholders: provided, however, that if the
first public announcement made by the Company of the date of the
annual meeting of shareholders is fewer than 50 days prior to the
meeting date, notice may be made not later than the close of
business on the 10th day following the day on which the first
public announcement of the date of such annual meeting of
shareholders is made by the Company. In the case of a special
meeting (which is not also an annual meeting) of shareholders
called for any purpose which includes the election of directors to
the board, notice may be made not later than the close of business
on the 15th day following the day on which the first public
announcement of the date of the special meeting of shareholders is
made by the Company. For the purposes of the Advance Notice By-law,
“public announcement” means disclosure in a press release
disseminated by the Company, or in a document filed by the Company
for public access under its profile on SEDAR or on EDGAR.
The Advance Notice By-Law authorizes the chair of the meeting to
determine whether a nomination was made in accordance with the
procedures set forth in the Advance Notice By-Law and, if any
proposed nomination is not in compliance with the Advance Notice
By-Law, to declare that such defective nomination shall be
disregarded. The Board may, in its sole discretion, waive any
requirement of the Advance Notice By-Law.
The Advance Notice By-Law sets out a clear and transparent
process for all shareholders who intend to nominate directors at a
shareholders’ meeting, by providing a reasonable time frame for
shareholders to notify the Company of their intention and by
requiring shareholders to disclose information concerning the
proposed nominees as is mandated by applicable securities laws. The
board will be able to evaluate the proposed nominees’
qualifications and suitability as directors and respond as
appropriate in the best interests of the Company, and shareholders
will be able to make a well-informed voting decision about director
nominees. The Advance Notice By-Law is also intended to facilitate
an orderly and efficient meeting process.
Amendments to By-Law No. 1:
The Board has also approved certain amendments to the Company’s
existing by-law to, among other things, modify the quorum
requirement at any meeting of the Company’s shareholders to at
least two persons present and holding or representing by proxy not
less than 25% of the total number of issued shares having voting
rights at the meeting.
The Advance Notice By-law and amendments are effective
immediately and will be placed before shareholders for confirmation
at the Special Meeting. The full text of the Advance Notice By-Law
has been filed with the Canadian Securities Administrators under
the Company's profile on SEDAR at www.sedar.com and with the U.S.
Securities and Exchange Commission on EDGAR at www.sec.gov/edgar/.
The full text of the amendments will be set forth in the Company’s
information circular to be mailed in connection with such
meeting.
About Sphere 3D
Sphere 3D Corp. (NASDAQ:ANY) delivers
containerization, virtualization, and data management solutions via
hybrid cloud, cloud and on-premises implementations through its
global reseller network and professional services organization.
Sphere 3D, along with its wholly owned subsidiaries Overland
Storage, and Tandberg Data, has a strong portfolio of brands,
including HVE ConneXions and UCX ConneXions, dedicated to helping
customers achieve their IT goals. For more information, visit
www.sphere3d.com. Follow us on Twitter @Sphere3D, @overlandstorage,
and @tandbergdata.
Safe Harbor Statement
This press release contains forward-looking
statements that involve risks, uncertainties, and assumptions that
are difficult to predict. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of risks and uncertainties,
including the decision by our customers to continue to purchase our
products and services; our inability to comply with the covenants
in our credit facilities or to obtain additional debt or equity
financing; any increase in our future cash needs; our ability to
successfully integrate the UCX and HVE ConneXions business with
Sphere 3D's other businesses; our ability to regain compliance with
the NASDAQ minimum closing bid price requirement between now and
July 31, 2017; our inability to take other actions to regain
compliance with the NASDAQ minimum closing bid price requirement;
our ability to maintain compliance with other NASDAQ Capital Market
listing requirements; unforeseen changes in the course of Sphere
3D’s business or the business of its wholly-owned subsidiaries,
including, without limitation, Overland Storage and Tandberg Data;
market adoption and performance of our products; the level of
success of our collaborations and business partnerships; possible
actions by customers, partners, suppliers, competitors or
regulatory authorities; and other risks detailed from time to time
in Sphere 3D’s periodic reports contained in our Annual Information
Form and other filings with Canadian securities regulators
(www.sedar.com) and in prior periodic reports filed with the United
States Securities and Exchange Commission (www.sec.gov) and, in
respect of the Advance Notice By-law and amendments, the obtaining
of the required shareholder approval at the Special Meeting or any
adjournment or postponement thereof. Any forward-looking statements
contained in this press release represent the Company's
expectations as of date of this press release and are subject to
change after such date. In particular, the Advance Notice By-law
and amendments will respectively cease to be effective if they are
rejected by shareholders at the Special Meeting. Sphere 3D
undertakes no obligation to update any forward-looking statement,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise, except as required by law.
Sphere 3D Investor Contact:
The Blueshirt Group
Mike Bishop
415-217-4968
mike@blueshirtgroup.com
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