UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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Lexaria Bioscience
Corp.
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Name of the Registrant as Specified In Its Charter
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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Date Filed:
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2022
ANNUAL
MEETING
Place:
Time:
Date:
CORPORATE DATA
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Letter to the Shareholders
Notice of Annual Meeting of Shareholders
Definitive Proxy Statement
Proxy Card
Lexaria Bioscience Corp. Head Office
100 – 740 McCurdy Road
Kelowna, British Columbia
1:00 p.m. (PT)
May 31, 2022
Directors and Executive Officers
Chris Bunka, Director, CEO & Chairman
John Docherty, Director & President
Nicholas Baxter, Director
Ted McKechnie, Director
Albert Reese Jr., Director
Gregory Downey, Chief Financial Officer
Registrar and Transfer Agent
Computershare Investor Services
510 Burrard Street, 3rd Floor
Vancouver, BC V6C 3B9
Auditor
Davidson & Company LLP
1200 – 609 Granville Street
Vancouver, BC V7Y 1G6
Listing
Nasdaq (LEXX & LEXXW)
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April 4, 2022
Dear Shareholder:
In
our continued effort to comply with the health and safety
guidelines and to ensure the safety of our shareholders and
management, we strongly recommend that you vote by proxy (pursuant
to the instructions contained in your proxy form) or attend our
2022 annual shareholder meeting on Tuesday, May 31, 2022 by way of
joining our event conferencing session via the following number:
for Toronto residents (416) 764-8658 or toll-free at
1-888-886-7786. You will be provided with an opportunity to vote on
the proposals contained in the attached proxy circular at the event
conferencing session. The proxy materials are first being made
available to our shareholders on or about April 13, 2022. The
meeting will begin promptly at 1:00 p.m. PT.
In
order to facilitate clear communications, all participants will be
placed in lecture mode and will have their microphones muted. We
encourage you to email any questions that you may have regarding
the proposals to the Company in advance of the meeting. Please
provide your questions to our Head of Legal, Vanessa Carle at
vcarle@lexariabioscience.com as we will only be answering
questions on proposals that are submitted in advance and a maximum
of two (2) questions per proposal during the Meeting. When we come
to each proposal that requires a vote, we will have the moderator
provide instructions on the process for asking questions for the
purposes of discussion on the proposal. Once the questions have
been responded to, the moderator will provide instructions on the
method of voting on the proposal.
In
addition to the matters described in the Notice of Annual Meeting
of Shareholders and the Proxy Statement, we will be conducting a
question and answer session after the termination of the meeting
(the “Q & A Session”). The Q & A
Session will entail the Chief Executive Officer answering questions
that were submitted in advance of the Meeting; it should be noted
that no new questions will be taken from attendees during the Q
& A session. In order to ensure that we are able to
address as many general questions as possible, we encourage you to
forward your questions in advance of the meeting by emailing our
Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com
who will then ensure that they are answered at the end of the
meeting.
The members of the Board and management hope that you and your
loved ones are staying healthy and safe.
Sincerely,
/s/ “Christopher Bunka”
Christopher Bunka
Chief Executive Officer & Chairman
LEXARIA BIOSCIENCE CORP.
100 – 740 McCurdy Road
Kelowna, BC, Canada V1X 2P7
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON MAY 31, 2022
NOTICE IS HEREBY GIVEN that Lexaria Bioscience
Corp., a Nevada corporation (“Lexaria”,
“Company”, “we”,
“us”, or “our”), will hold an
annual meeting of shareholders (the “Meeting”) via
Event Conferencing (the call in number for Toronto residents is
(416) 764-8658 or toll-free at 1-888-886-7786) whereby the Chief
Executive Officer of the Company will conduct the formal business
of the meeting from the Company's head office located at Unit 100 –
740 McCurdy Road, Kelowna, BC, Canada, V1X 2P7, at 1:00 p.m. (PT),
on Tuesday, May 31, 2022 for the following
purposes:
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to
elect the following five director nominees, John Docherty,
Christopher Bunka, William (Ted) McKechnie, Nicholas Baxter and
Albert Reese Jr. as Directors to serve our Company for the ensuing
year or until their successors are elected;
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to
ratify the appointment of as our independent registered public
accounting firm for the fiscal year ending August 31, 2022 and to
allow Directors to set the remuneration;
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to
approve, on a non-binding, advisory basis, the compensation of our
named executive officers;
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to
ratify and approve all acts of the Directors, lawfully made, since
the last shareholders' meeting;
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to
transact such other business as may properly come before the
Meeting or any adjournment of postponement thereof.
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Our Board of Directors has fixed the close of business on
April 4, 2022 as the record date (the
“Record Date”) for the determination of the
shareholders entitled to notice of, and to vote at, the Meeting or
any adjournment thereof. Only the shareholders of record on the
Record Date are entitled to vote at the Meeting.
Whether or not you plan on attending the Meeting, we ask
that you vote by proxy by following instructions provided in your
proxy card as promptly as possible. If your shares are held of
record by a broker, bank, or other nominee, please follow the
voting instructions sent to you by your broker, bank, or other
nominee in order to vote your shares.
Sincerely,
By
Order of the Board of Directors
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Per:
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/s/ Christopher Bunka
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Christopher Bunka
Chief Executive Officer
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Date: April 4, 2022
Important Notice Regarding Availability of Proxy Materials
for the Stockholders' Meeting To Be Held on May 31, 2022.
This notice of meeting, the proxy statement for the meeting and our
Annual Report on Form 10-K for the fiscal year ended August 31,
2021 are available at www.proxyvote.com. The proxy materials
are first being made available to our shareholders on or about
April 13, 2022.
Table of Contents
LEXARIA BIOSCIENCE CORP.
100 – 740 McCurdy Road
Kelowna, BC, Canada V1X 2P7
Telephone: (250) 765-6424
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2022
GENERAL INFORMATION ABOUT
THE MEETING OF SHAREHOLDERS
The Board of Directors of Lexaria Bioscience Corp.
(“Lexaria”, “we”,
“us” or “our”) is soliciting
proxies for use at the Annual Meeting of Shareholders to be held
via Event Conferencing by way of calling: for Toronto residents
(416) 764-8658; and for all others
1-888-886-7786, at 1:00 p.m. (PT), on
Tuesday, May 31, 2022 or at any adjournment of the
Annual Meeting (the “Meeting”).
This proxy statement, the attached notice of the Annual Meeting, a
proxy card and our Annual Report on Form 10-K for the year ended
August 31, 2021 as filed with the Securities and Exchange
Commission on November 29, 2021 are collectively referred to as the
“proxy materials”. The proxy materials are first being made
available to our shareholders on or about April 13, 2022.
Important Notice Regarding the Internet Availability of
Proxy Materials
for the Meeting to be Held on May 31, 2022
All shareholders have the ability to access the proxy materials on
the website referred to in the attached Notice of Annual Meeting.
Pursuant to rules adopted by the U.S. Securities Exchange
Commission (the “SEC”), we have elected to send a
Notice of Internet Availability of Proxy Materials (the
“Notice”) to our shareholders instead of mailing
printed copies of the proxy materials, unless you have previously
elected to receive printed materials. The Notice provides
instructions on how to access the proxy materials via the internet
and how to request a printed set of the proxy materials at no
charge. In addition, the stockholders can elect to receive future
proxy materials electronically by email or in printed form by mail,
and any such election will remain in effect until terminated by the
shareholder. We encourage all shareholders to take advantage of the
proxy materials on the internet to help reduce the cost and
environmental impact of our shareholder meetings.
The proxy materials are also available at www.proxyvote.com
and www.lexariabioscience.com.
What items will be voted at the
Meeting?
Our shareholders will vote:
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1.
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to
elect the following five nominees, John Docherty, Christopher
Bunka, Ted McKechnie, Nicholas Baxter and Albert Reese Jr. as
Directors to serve our Company for the ensuing year and until their
successors are elected;
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2.
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to
ratify the appointment of Davidson & Company LLP as our
independent registered public accounting firm for the fiscal year
ending August 31, 2022 and to allow Directors to set the
remuneration;
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3.
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to
approve, on a non-binding, advisory basis the compensation of our
named executive officers;
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4.
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to
ratify and approve all lawful acts of the Directors effected since
the last shareholder meeting; and
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5.
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to
transact such other business as may properly come before the
Meeting or any adjournment of postponement thereof.
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We
urge you to carefully read and consider the information contained
in this proxy statement. We request that you cast your vote on each
of the proposals described in this proxy statement. As noted,
attendance at the Meeting will be by Event Conferencing and
accordingly, only votes cast by registered shareholders attending
the Meeting and from validly completed and delivered proxies will
be counted. Please follow the instructions provided in the proxy
card sent to you.
How does the Board recommend I vote on the
proposals?
Our Board recommends that you vote “FOR” the matters noted under
items 1 – 4.
Who can vote at the
Meeting?
Our Board of Directors has fixed the close of business on
April 4, 2022 as the Record Date for the
determination of the shareholders entitled to notice of, and to
vote at, the Meeting or any adjournment. If you were a shareholder
of record on the Record Date, you are entitled to vote at the
Meeting.
As
of the Record Date, 5,950,998 shares of our common stock were
issued and outstanding and no other voting securities were issued
and outstanding. Therefore, a total of 5,950,998 votes are entitled
to be cast at the Meeting.
How many votes do you
have?
On
each proposal to be voted upon, you have one vote for each share of
our common shares that you owned on the Record Date. There is no
cumulative voting.
How can you Vote?
If you hold shares in your own name as a stockholder of
record: Common shares can be voted at our Meeting by way
of a proxy over the internet or by telephone by following the
instructions in the Notice and/or proxy card, or, if you requested
to receive printed proxy materials, you may vote by marking, dating
and signing the enclosed proxy card and returning it to the address
provided. Additionally, you may vote your shares by way of
attending the Meeting via Event Conferencing and calling into the
toll free line at 1-888-886-7786 or if you reside in Toronto, at
416-764-8658 and voting by way of selecting the appropriate option
for each proposal. Shareholders voting by internet or telephone
should understand that, while we and the party providing the
service through which you may vote by internet or by telephone do
not charge any fees to our shareholders for voting in such manner,
there may be usage charges from the internet access providers and
telephone companies for which you are responsible.
If your shares are held in the name of a stock brokerage
account or by a bank, or other nominee (that is, in “street
name”): You will receive instructions from the holder of
record that you must follow for your shares to be voted. The
availability of telephonic or internet voting will depend on your
broker's (or other nominee's) voting process. Please check with
your broker or other nominee and follow the voting procedure your
broker or other nominee provides to vote your shares. If you wish
to vote in person via attending the Event Conference Meeting, you
must request a legal proxy from your broker or other nominee that
holds your shares and email that proxy and proof of identification
48 hours prior to the Meeting to Vanessa Carle, Head of Legal at
vcarle@lexariabioscience.com.
YOUR VOTE IS VERY IMPORTANT. We are encouraging our shareholders to
vote by proxy even if you plan to attend the Meeting via Event
Conferencing and to appoint the nominees noted in our proxy, namely
Christopher Bunka, our Chief Executive Officer, or John Docherty,
our President, to represent such shareholder at our Meeting.
Valid proxies will be voted at our Meeting and at any postponements
or adjournments thereof as you direct in the proxy, provided that
they are received at least 48 hours (excluding Saturdays, Sundays
and statutory holidays) prior to the scheduled time of the Meeting,
or any adjournment thereof.
The common shares represented by the proxy will be voted, or
withheld from voting, as directed in the proxy. If no direction is
given and the proxy is validly executed, the proxy will be voted:
(1) FOR the election of the nominees for our Board of Directors;
(2) FOR the approval and ratification of the appointment of
Davidson & Company LLP as our Company's auditors for the 2022
fiscal year and the approval to allow the Directors to set the
remuneration; (3) FOR the compensation paid to the Company's named
executive officers; and (4) FOR the ratification and approval of
all lawful acts of the Directors. If any other matters properly
come before our Meeting, the persons authorized under the proxies
will vote upon such other matters in accordance with their best
judgment, pursuant to the discretionary authority conferred by the
proxy.
Quorum
A
quorum of shareholders is necessary to take action at our Meeting.
Currently, the holders of at least 33.33% of our issued shares
entitled to vote as at the Record Date, present in person (via
Event Conferencing) or by proxy, shall constitute a quorum for the
transaction of business at our Meeting. However, if a quorum is not
present, then the holders of a majority of the common shares of our
Company who are present at the Meeting, in person (via Event
Conferencing) or by proxy, may adjourn such meeting from time to
time until it is determined that holders constituting the required
quorum of the issued common shares of the capital stock shall
attend. At any such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been
transacted at the original meeting. Broker non-votes occur when a
nominee holding common shares for a beneficial owner of those
common shares has not received voting instructions from the
beneficial owner with respect to a particular matter and such
nominee does not possess or choose to exercise discretionary
authority with respect thereto. Broker non-votes and abstentions
will be included in the determination of the number of common
shares present at our Meeting for quorum purposes but will not be
counted as votes cast on any matter presented at our Meeting.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO COMPLETE AND
RETURN YOUR PROXY PURSUANT TO ONE OF THE METHODS AVAILABLE WHETHER
OR NOT YOU PLAN TO ATTEND OUR MEETING VIA EVENT CONFERENCING.
What does it mean if I receive
more than one proxy card?
If
you receive more than one proxy card, it means that you hold shares
registered in more than one name or in different accounts. To
ensure that all of your shares are voted, please vote by proxy by
following instructions provided in each proxy card. If some of your
shares are held in “street name,” you should have received voting
instructions with these materials from your broker, bank or other
nominee. Please follow the voting instructions provided to ensure
that your vote is counted.
What vote is required for the
election of Directors or for the approval of a
proposal?
The vote of a majority of our stock held by shareholders present in
person or represented by proxy and entitled to vote at the Meeting
will be sufficient to elect Directors. For the election of
Directors, the nominees who receive more “For” votes than the
combined “Against” votes and votes that are abstained, will be
elected as Directors. There is no cumulative voting in the election
of Directors.
The vote of a simple majority of our stock held by shareholders
present in person or represented by proxy and entitled to vote at
the Meeting will be sufficient to ratify the appointment of
Davidson & Company LLP as our independent registered public
accounting firm for the fiscal year ending August 31, 2022 and to
allow Directors to set the remuneration.
The vote of a simple majority of our stock held by disinterested
shareholders present in person or represented by proxy and entitled
to vote at the Meeting will be sufficient to approve, on a
non-binding basis, the compensation to be paid to the named
executive officers.
The vote of a simple majority of our stock held by shareholders
present in person or represented by proxy and entitled to vote at
the Meeting will be sufficient to ratify and approve all lawful
acts of the Directors effected since the last shareholder
meeting.
Counting of
Votes
All votes will be tabulated by Vanessa Carle, the Company's
Secretary who will serve as the inspector of elections appointed
for the Meeting, who will separately tabulate affirmative and
negative votes and abstentions. Shares represented by proxies that
reflect abstentions as to a particular proposal will be counted as
present and entitled to vote for purposes of determining a quorum.
Shares represented by proxies that reflect an abstention or broker
“non-vote” will be counted as present and entitled to vote for
purposes of determining a quorum. An abstention or broker
“non-vote” will be treated as not-voted for purposes of determining
approval of a proposal and will not be counted as “for” or
“against” that proposal. A broker “non-vote” occurs when a nominee
holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary authority
or does not have instructions from the beneficial owner.
Can I change my vote after
submitting my proxy?
Yes. You may revoke your proxy and change your vote at any time
before the final vote at the Meeting. If you are a shareholder of
record, you may vote again on a later date via the Internet or by
telephone (only your latest Internet or telephone proxy submitted
prior to the Meeting will be counted) or by signing and returning a
new proxy card with a later date. You may also request that your
prior proxy be revoked by delivering to our Company, at the address
on the Notice of Meeting, Attention: Secretary, a written notice of
revocation prior to the Meeting being held at the offices of
Lexaria. Any revocation of proxy or later dated proxy MUST
BE RECEIVED by 9:00 a.m. prior to the commencement of the
Meeting.
If
you hold your shares in street name, you will need to follow the
voting instructions provided by your broker, bank or other nominee
regarding how to revoke or change your vote.
How can I attend the Event
Conferencing Meeting?
You may call (416) 764-8658 if you live in
Toronto, Ontario, otherwise you can call toll-free at
1-888-886-7786 if you wish to participate in the
Event Conferencing Meeting to hear the business of the Meeting, to
vote on the proposals and to listen to the question and answer
session. A limited amount of questions will be allowed to be
submitted on the proposals to be voted on during the Meeting.
You will be asked to provide your name, and if different, the name
that your shares are registered under, the number of shares you
hold as well as an email address, should we need to follow up with
you regarding any unanswered questions.
How can I ask questions?
We
encourage you to email any questions that you may have regarding
the proposals to the Company in advance of the meeting. Please
provide your questions to our Head of Legal, Vanessa Carle at
vcarle@lexariabioscience.com as we will only be answering
questions on proposals that are submitted in advance and a maximum
of two (2) questions per proposal during the Meeting. When we come
to each proposal that requires a vote, we will have the moderator
provide instructions on the process for asking questions for the
purposes of discussion on the proposal. Once the questions have
been responded to, the moderator will provide instructions on the
method of voting on the proposal.
In
addition to the matters described in the Notice of Annual Meeting
of Shareholders and the Proxy Statement, we will be conducting a
question and answer session after the termination of the meeting
(the “Q & A Session”). The Q & A
Session will entail the Chief Executive Officer answering questions
that were submitted in advance of the Meeting; it should be noted
that no new questions will be taken from attendees during the Q
& A session. In order to ensure that we are able to
address as many general questions as possible, we encourage you to
forward your questions in advance of the meeting by emailing our
Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com
who will then ensure that they are answered at the end of the
meeting
How do I Access Technical
Support?
If
you are having difficulties connecting to the Meeting you can
access technical support by emailing
customercare@accutel.com. If you are having difficulties
hearing or participating during the Meeting you can access
technical support by the above-noted email or by pressing “0” for
immediate support.
Who pays for the cost of proxy
preparation and solicitation?
We
will pay for the cost of proxy preparation and solicitation,
including the reasonable charges and expenses of brokers, banks or
other nominees for forwarding proxy materials to street name
holders.
We
are soliciting proxies for use at our Event Conferencing Meeting
primarily by mail. In addition, our Directors, officers and regular
employees may solicit proxies by telephone, facsimile, mail, other
means of communication or personally. These individuals will
receive no additional compensation for such services. We will ask
brokers, banks, and other nominees to forward the proxy materials
to their principals and to obtain their authority to execute
proxies and voting instructions. We will reimburse them for their
reasonable charges and expenses, however we will not be paying for
delivery to OBOs.
Voting Securities
and Principal Holders Thereof
We
are authorized to issue 220,000,000 common shares with full voting
rights and a par value of $0.001 per share. As of the Record Date a
total of 5,950,998 common shares were issued and outstanding. Each
share of common stock carries the right to one vote at the
Meeting.
Only registered shareholders as of the Record Date are entitled to
receive notice of, and to attend and vote at, the Meeting or any
adjournment or postponement of the Meeting.
To
the best of our knowledge, no person or company beneficially owns,
directly or indirectly, or exercises control or direction over,
common shares carrying more than 10% of the voting rights attached
to the outstanding Common Shares of our Company other than set
forth in the section “Security Ownership of Certain Beneficial
Owners and Management” below.
Security Ownership of
Certain Beneficial Owners and Management
The following table sets forth, as of the Record Date, certain
information with respect to the beneficial ownership of our common
shares by each shareholder known by us to be the beneficial owner
of more than 5% of our common shares, as well as by each of our
current Directors and executive officers as a group. Each person
has sole voting and investment power with respect to the common
shares, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the common shares, except as
otherwise indicated.
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Name, Address & Position of Beneficial
Owner(1)(2)
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class(3)
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Executive Officers and Directors
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Christopher Bunka
CEO, Chairman & Director
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560,456 |
(4) |
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9.3 |
% |
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John Docherty
President and Director
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118,743 |
(5) |
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1.97 |
% |
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Gregory Downey*
Chief Financial Officer
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32,883 |
(6) |
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0.55 |
% |
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Nicholas Baxter*
Independent Director
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22,800 |
(7) |
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0.38 |
% |
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Ted McKechnie*
Independent Director
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24,991 |
(8) |
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0.42 |
% |
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Albert Reese Jr.*
Independent Director
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7,717 |
(9) |
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0.13 |
% |
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5% Owners
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Don Jackler
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579,502 |
(10) |
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9.58 |
% |
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Directors and Executive Officers as a
Group
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* denotes a holding of less than 1%
Notes:
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1)
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Under Rule 13d-3, a beneficial owner of a security includes any
person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or to
direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to
be beneficially owned by a person if the person has the right to
acquire the shares (for example, upon exercise of an option) within
60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of
shares outstanding is deemed to include the amount of shares
beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in this table does not
necessarily reflect the person's actual ownership or voting power
with respect to the number of common shares actually outstanding on
the Record Date.
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2)
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the address for these persons is c/o Lexaria Bioscience Corp., 100
– 740 McCurdy Road, Kelowna, BC V1X 2P7
|
|
|
|
|
|
|
3)
|
Percentage of ownership is based on 5,950,998 common shares issued
and outstanding as of the Record Date on a diluted basis. Except as
otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such
shares.
|
|
|
|
|
|
|
4)
|
Includes 215,912 shares held in the name of C.A.B. Financial
Services and 273,543 shares held directly by Christopher Bunka.
Includes 64,334 options held in the name of Christopher Bunka all
of which are exercisable within 60 days of the Record Date and
6,667 warrants held in the name of C.A.B. Financial Services all of
which are exercisable within 60 days of the Record Date.
|
|
|
|
|
|
|
5)
|
Includes 54,075 shares held in the name of Docherty Management Ltd.
and 64,668 options held in the name of John Docherty which are
exercisable within 60 days of the Record Date.
|
|
|
|
|
|
|
6)
|
Includes 31,000 options which are exercisable within 60 days of the
Record Date.
|
|
|
|
|
|
|
7)
|
Includes 11,800 options which are exercisable within 60 days of the
Record Date.
|
|
|
|
|
|
|
8)
|
Includes 11,800 options which are exercisable within 60 days of the
Record Date.
|
|
|
|
|
|
|
9)
|
Includes 6,800 options which are exercisable within 60 days of the
Record Date.
|
|
|
|
|
|
|
10)
|
Includes 100,000 warrants which are exercisable within 60 days of
the Record Date. Mr. Jackler provides consulting services to the
Company.
|
Changes in Control
We
are unaware of any contract or other arrangement the operation of
which may at a subsequent date result in a change in control of our
Company.
DIRECTOR
NOMINEES
The following information pertains to our Director Nominees for the
purposes of voting on Proposal 1 located at page 28 and includes
the name, age, positions held, length of time serving as a director
of Lexaria and business experience of each nominee:
|
Name
|
Position Held with our Company
|
Age
|
Date First Elected
Or Appointed
|
|
John Docherty
|
President and Director
|
52
|
April 15, 2015
|
|
Christopher Bunka
|
Chairman, Chief Executive Officer and Director
|
60
|
October 26, 2006
|
|
Nicholas Baxter
|
Independent Director
|
67
|
July 8, 2011
|
|
Ted McKechnie
|
Independent Director
|
74
|
September 16, 2015
|
|
Albert Reese Jr.
|
Independent Director
|
72
|
January 14, 2021
|
Board Diversity
The Company and its management are highly supportive of the recent
initiatives taken by the Securities and Exchange Commission and the
Nasdaq Group to encourage diversity within the board of directors
of reporting companies. Lexaria annually reviews its board
composition and evaluates areas of expertise that would provide
additional benefits to the Company and its shareholders. As the
Company transitions its technology towards pharmaceutical
applications, should the Company feel it is beneficial to expand
its board, the Company will endeavour to engage individuals who
will be able to enhance the board with their expertise in this
industry sector and who also will enrich the board with their
diverse perspectives. Our current board's diversity data is
provided below:
|
Board Diversity Matrix (As of April 4, 2022)
|
|
Total Number of Directors
|
5
|
|
|
|
Female
|
Male
|
Non-Binary
|
Did Not Disclose Gender
|
|
Part I: Gender Identity
|
|
|
Directors
|
0
|
3
|
0
|
2
|
|
Part II: Demographic Background
|
|
|
|
|
|
African American or Black
|
0
|
0
|
0
|
0
|
|
Alaskan Native or Native American
|
0
|
0
|
0
|
0
|
|
Asian
|
0
|
0
|
0
|
0
|
|
Hispanic or Latinx
|
0
|
0
|
0
|
0
|
|
Native Hawaiian or Pacific Islander
|
0
|
0
|
0
|
0
|
|
White
|
0
|
2
|
0
|
0
|
|
Two or More Races or Ethnicities
|
0
|
1
|
0
|
0
|
|
LGBTQ+
|
0
|
|
Did Not Disclose Demographic Background
|
2
|
Business
Experience
The following is a brief account of the education and business
experience of the nominees during at least the past five years,
indicating their principal occupation during the period, and the
name and principal business of the organization by which they were
employed.
Christopher Bunka
Mr. Bunka dedicates all of his professional time to our Company and
its subsidiaries and has served as Lexaria's director, chairman,
president and chief executive officer since October 26, 2006. Mr.
Bunka resigned as President on April 15, 2015. From February 14,
2007 until May 12, 2009 and from April 29, 2016 to May 31, 2017 he
was the acting chief financial officer of our Company. Since
October 26, 2006 Mr. Bunka has successfully completed both equity
and debt financings for our Company, completed the acquisition of
additional oil & gas assets, disposed of other oil & gas
assets, and restructured our Company. In 2014 Mr. Bunka refocused
our Company from one engaged in exploration for oil and natural gas
within Canada and the United States to our current business
activities in the bioscience industry, namely the research and
development of the delivery of lipophilic active molecules based on
our patented technology. Mr. Bunka is a named inventor on certain
of our pending patent applications.
Since 1988, Mr. Bunka has been the CEO of C.A.B. Financial Services
Ltd., a private holding company located in Kelowna, Canada. C.A.B.
Financial Services Ltd. is not an affiliate or subsidiary of the
Company. He is a venture capitalist, corporate consultant and has
roughly thirty years experience in executive management.
John Docherty
Mr. Docherty dedicates all of his professional time to our Company
and its subsidiaries serving as President of Lexaria since April
15, 2015 and as a director of Lexaria since April 29, 2016. Prior
to Lexaria, Mr. Docherty was former President and Chief Operating
Officer of Helix BioPharma Corp. (TSX: HBP), where he led the
company's pharmaceutical development programs for its plant and
recombinantly derived therapeutic protein product candidates. Mr.
Docherty is a senior operations and management executive with over
20 years experience in the pharmaceutical and biopharmaceutical
sectors. He has worked with large multinational companies and
emerging, private and publicly held start-ups. At Helix, Mr.
Docherty was also instrumental in the areas of investor/stakeholder
relations, capital raising, capital markets development, strategic
partnering, regulatory authority interactions and media relations,
and he also served as a management member of its Board of
Directors. Prior to this, Mr. Docherty was President and a board
member of PharmaDerm Laboratories Ltd., a Canadian drug delivery
company that developed unique microencapsulation formulation
technologies for use with a range of active compounds.
Mr. Docherty has also held positions with companies such as Astra
Pharma Inc., Nu-Pharm Inc. and PriceWaterhouseCoopers' former
global pharmaceutical industry consulting practice. He is a named
inventor on issued and pending patents, including ones owned by the
Company, and he has a M.Sc. in pharmacology and a B.Sc. in
Toxicology from the University of Toronto.
None of the companies that previously employed Mr. Docherty, are
subsidiaries or affiliates of Lexaria.
Nicholas Baxter
Mr. Baxter has been in the oil & gas business for over 30 years
having received a Bachelor of Science (Honors) from the University
of Liverpool, UK in 1975. Mr. Baxter has broad international
experience working on projects in the U.K., Europe, the former
Soviet Union, Central Asia, Africa, and the Middle East. From 1981
to 1985, Mr. Baxter worked for Resource Technology plc, a
geophysical equipment and services company that went public on the
London USM in 1983 and graduated to the London Stock Exchange in
1984. In 1985, Mr. Baxter co-founded Addison & Baxter Limited
which was subsequently acquired by the A&B Geoscience
Corporation (ABG) in 1992. Mr. Baxter served as the Chief Operating
Officer and a director of ABG, a TSX Venture Exchange listed
company, from 1992 to 2002, and under his guidance, secured the
first onshore oil production sharing agreement in Azerbaijan in
1998. Mr. Baxter worked as an independent upstream oil and gas
consultant from 2002 to 2004. He formed Eurasia Energy Ltd. in
2005, a company listed on the OTC pink sheets, where he served as
President and Chief Executive Officer until 2021. Mr. Baxter was
appointed as a director of Jericho Energy Ventures, Inc. a TSX
Venture Exchange listed company, in September 2011. Neither Jericho
Energy Ventures, Inc. nor Eurasia Energy Ltd. are subsidiaries or
affiliates of Lexaria.
Ted McKechnie
Mr. McKechnie is a well-recognized thought leader in the Canadian
food industry. In the past, Mr. McKechnie was president of Maple
Leaf Foods, an owner and senior executive at Humpty Dumpty and a
senior leader at Pepsi Co. After a distinguished career as an
executive and marketer specializing in food manufacturing, he now
focuses on moving the Canadian food sector into the future. Besides
being the chairman of Food Starter's board, Mr. McKechnie is also
the Chairman/CEO of The Davies Group and William Davies Consulting
Inc. Mr. McKechnie is also a chairman of the board for Advanced
Technology For Food Manufacturing and serves on the Board Of
Governors for St Jeromes University.
Mr. McKechnie is often called upon by think tanks, the government
and industry leaders to offer insights on how to grow the food
sector and add more value to the Canadian economy.
Albert Reese Jr.
Mr. Reese has over 40 years experience in public and private
businesses including as CFO of a formerly Nasdaq-listed energy
company where he arranged finance transactions totaling over $10
billion dollars during his 20-year tenure. Mr. Reese was a Director
and Chairman of the Audit Committee of a community bank in Texas
for ten years until such time as it was acquired by a larger
banking group in 2018 and currently serves as an Independent
Director and Chairman of the Audit Committee for a privately held
insurance company headquartered in The Woodlands, Texas.
Mr. Reese is a Certified Public Accountant (1974), and received his
Bachelor of Business Administration degree from Texas A&M
University in 1971, and his MBA from University of Houston in 1977.
He has extensive experience at a senior level in financial
services, finance transactions, investor relations, and more.
Executive
Officers
Our executive officers are appointed by our Board of Directors and
serve at the pleasure of our Board of Directors.
The names of our executive officers, their ages, positions held,
and durations of are as follows:
|
Name
|
Position Held with our Company
|
Age
|
Date First Elected
Or Appointed
|
|
Gregory Downey
|
Chief Financial Officer
|
61
|
April 15, 2021
|
|
Christopher Bunka
|
Chairman and Chief Executive Officer
|
60
|
October 26, 2006
|
|
John Docherty
|
President
|
52
|
April 15, 2015
|
Gregory Downey
Mr. Downey first joined the Company in January 2019 as its
Controller and then accepted the position of Chief Financial
Officer in April 2021. Mr. Downey brings over 35 years of diverse
financial experience in the mining, oil and gas, manufacturing,
construction and public sectors as well as providing business
advisory and financial accounting services to many medium and large
size organizations. In addition, Mr. Downey has a wide range of
executive corporate experience having acted as the Chief Financial
Officer, Vice President and/or a director of various public and
private companies.
Mr. Downey obtained his Certified Management Accountant (CMA)
designation in 1992 and is a member of the Chartered Professional
Accountants of British Columbia. He also holds a diploma in
Business Administration from the Southern Alberta Institute of
Technology.
For information regarding Messrs. Bunka and Docherty, see “Director
Nominees” beginning on page 7.
Family
Relationships
There are no family relationships between any director or executive
officer.
Involvement in Certain
Legal Proceedings
We
know of no material proceedings in which any of our Directors,
officers, affiliates or any shareholder of more than 5% of any
class of our voting securities, or any associate thereof is a party
adverse or has a material interest adverse to Lexaria or its
subsidiaries.
Other than as noted below, to the best of our knowledge, none of
our Directors or executive officers has, during the past ten
years:
|
1.
|
been convicted in a criminal proceeding or been subject to a
pending criminal proceeding (excluding traffic violations and other
minor offences);
|
|
|
|
|
2.
|
had any bankruptcy petition filed by or against the business or
property of the person, or of any partnership, corporation or
business association of which he was a general partner or executive
officer, either at the time of the bankruptcy filing or within two
years prior to that time;
|
|
3.
|
been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction or federal or state authority, permanently or
temporarily enjoining, barring, suspending or otherwise limiting,
his involvement in any type of business, securities, futures,
commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such
activity;
|
|
|
|
|
4.
|
been found by a court of competent jurisdiction in a civil action
or by the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated;
|
|
|
|
|
5.
|
been the subject of, or a party to, any federal or state judicial
or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated (not including any
settlement of a civil proceeding among private litigants), relating
to an alleged violation of any federal or state securities or
commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not
limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order,
or any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
|
|
|
|
|
6.
|
been the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Securities
Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78c(a)(26)),
any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
|
In
2012 while Mr. Albert Reese Jr. was the Chief Financial Officer of
ATP Oil & Gas Corporation (“ATP”), ATP filed for bankruptcy in
the US District and Bankruptcy Court, Southern District, Case
12-36187 whereby the case was settled with a 361 sale to the first
lien holders and an assignment to the Chapter 7 trustee for the
remaining assets in August 2014.
Corporate
Governance
Public Availability of Corporate Governance Documents
Our key corporate governance document is our Code of Ethics which
is:
|
|
·
|
available in print to any shareholder who requests it from our
President;
|
|
|
·
|
available to download from our corporate website; and
|
|
|
·
|
filed on EDGAR as an exhibit to our Registration Statement filed on
Form SB-2 on September 20, 2007.
|
Code of Ethics
We
adopted a Code of Ethics applicable to our principal executive
officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, which is a
“code of ethics” as defined by applicable rules of the Securities
and Exchange Commission (the “SEC”). Our Code of
Ethics is attached as an exhibit to our Registration Statement on
Form SB-2 filed on September 20, 2007. The Code of Ethics is
intended to meet the requirements for a code of ethics under the
Sarbanes-Oxley Act of 2002, or “SOX”, and under the policies of the
Canadian Securities Exchange, a Canadian stock exchange, and is
specifically applicable to our principal executive officer,
principal financial and accounting officer and controller or
persons performing similar functions. Among other matters, the Code
of Ethics is designed to deter wrongdoing and to promote:
|
|
·
|
honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
|
|
|
·
|
ethical and fair dealing with our financial institutions,
suppliers, vendors, competitors, agents and employees;
|
|
|
·
|
full, fair, accurate, timely and understandable disclosure in our
SEC reports and other public communications;
|
|
|
·
|
compliance with applicable governmental laws, rules and
regulations;
|
|
|
·
|
lawful and ethical conduct when dealing with public officials and
government entities;
|
|
|
·
|
prompt internal reporting of violations of the Code of Ethics to
appropriate persons identified in the code; and
|
|
|
·
|
accountability for adherence to the Code of Ethics.
|
If
we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code
of Ethics to our chief executive officer, chief financial officer,
or certain other finance executives, we will disclose the nature of
the amendment or waiver, its effective date and to whom it applies
in a Current Report on Form 8-K filed with the SEC.
Employee Handbook
In
addition to the Code of Ethics, we have also adopted an employee
handbook that governs all of our team members, regardless of their
position with our Company. This includes an internal code of
conduct (the “Code”) which was created to deter
wrongdoing and to promote:
|
|
·
|
honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
|
|
|
·
|
full, fair, accurate, timely and understandable disclosure in
reports and documents that the Company files with, or submits to,
the SEC and in other public communications made by the Company;
|
|
|
·
|
avoidance of conflicts of interest with the interests of the
Company, including disclosure to an appropriate person of any
material transaction or relationship that could be expected to give
rise to such a conflict;
|
|
|
·
|
confidentiality of corporate information;
|
|
|
·
|
fair dealing practices and the deterrence of wrongdoing;
|
|
|
·
|
protection and proper use of corporate assets and
opportunities;
|
|
|
·
|
compliance with applicable governmental laws, rules and
regulations;
|
|
|
·
|
the prompt internal reporting of any violations of this Code to an
appropriate person or person identified in the Code; and
|
|
|
·
|
accountability for adherence to the Code.
|
Our Employee Handbook is posted on our website under our
Investors/Governance/Governance Documents tab.
Meetings
Our Board of Directors held at least six (6) formal meetings during
the year ended August 31, 2021. During such formal meetings, all
Directors were in attendance. All proceedings of the Board of
Directors were conducted either at such formal meetings and
evidenced by way of minutes of such proceedings or by way of
resolutions consented to in writing by all the Directors. Such
resolutions consented to in writing by the Directors entitled to
vote on that resolution at a meeting of the Directors are,
according to the Nevada Revised Statutes and our Bylaws, as valid
and effective as if they had been passed at a meeting of the
Directors duly called and held.
It
is our policy to invite Directors to attend the Meeting of
shareholders. However, due to concerns over non-essential travel
only our Chief Executive Officer shall physically be at our head
office conducting the Meeting with our other Directors attending
the Meeting via Event Conferencing. For the Company's 2021
shareholder meeting, the Chief Executive Officer attended in person
with the remaining Board of Directors attending via Event
Conferencing.
Committees of
the Board of Directors
Compensation Committee
The Company created a compensation committee on July 2, 2020 and
during the fiscal year ended August 31, 2021 the compensation
committee held one (1) meeting. Currently the compensation
committee consists of Nicholas Baxter and Ted McKechnie, all
Directors being “independent” pursuant to Nasdaq independence
standards.
The compensation committee's purpose is to review, consider,
research and recommend compensation for the Company's executive
management, taking into consideration achieved milestones, the
compensation issued by companies of similar size and the overall
financial health of the Company. In addition, the compensation
committee is also responsible for approving and reviewing
employment agreements and benefits agreements as well as any
executive compensation information that is incorporated into the
Company's periodic reports. The compensation committee operates
pursuant to a written charter adopted by our Board of Directors,
which was most recently created on July 2, 2020. A copy of the
compensation committee charter can be downloaded from the Company's
website under our Investors/Governance/Governance Documents
tab.
Governance and Nominating Committee
The Company created a governance and nominating committee (the “G
& N Committee”) on December 8, 2020 in anticipation of its
Nasdaq listing. Currently the members of the G & N Committee
are Albert Reese Jr. and Nick Baxter, all of whom qualify as
independent Directors of the Company. The purpose of the G & N
Committee is to assist the Board of Directors with fulfilling its
responsibilities by: (i) being satisfied that corporate governance
guidelines are adopted, disclosed and applied including director
qualification standards, director responsibilities, director access
to management and independent advisors, director compensation,
director orientation and continuing education, and annual
performance evaluation of the Board; (ii) identifying individuals
qualified to become new Board members and recommending to the Board
the nominees for each annual meeting of shareholders of the
Corporation; and (iii) such other matters delegated to the
Committee by the Board. The G & N Committee operates pursuant
to a written charter adopted by our Board of Directors which was
most recently created on December 8, 2020. A copy of the G & N
Committee charter can be downloaded from the Company's website
under our Investors/Governance/Governance Documents tab.
The Board of Directors has a critical role in guiding our strategic
direction and overseeing the management of our business, and
accordingly, we seek to attract and retain highly qualified
directors who have sufficient time to engage in the activities of
the Board of Directors and to understand and enhance their
knowledge of our industry and business plans. In evaluating the
suitability of individual candidates, the G & N Committee and
Board of Directors may take into account many factors, including:
relevant education, experience and expertise; knowledge of the
Company and the issues facing the Company; whether the candidate
will strengthen the Board, as a whole, and remedy any perceived
deficiencies in the specific criteria; moral and ethical character;
diversity of expertise and experience in substantive matters
pertaining to our business relative to other board members;
diversity of background and perspective, including, but not limited
to, with respect to age, gender, race, sexual orientation, place of
residence and specialized experience; and any other relevant
qualifications, attributes or skills. The core competencies of
directors should address accounting or finance experience, market
familiarity, business or management experience, industry knowledge,
customer-base experience or perspective, crisis response,
leadership, and/or strategic planning. The Board of Directors and
the G & N Committee evaluate each individual in the context of
the Board as a whole, with the objective of assembling a group that
can best perpetuate the success of the business and represent
stockholder interests through the exercise of sound judgment using
its diversity of experience in these various areas.
Audit and Finance Committee
The Company has an audit and finance committee that has conducted
three (3) formal meetings during the fiscal year ended August 31,
2021. Currently our audit committee consists of Albert Reese Jr.
(since January 14, 2021), Nicholas Baxter, and Ted McKechnie. Until
Mr. Reese's appointment, Chris Bunka acted as the third member of
the audit and finance committee and was not “independent” pursuant
to Nasdaq independence standards due to the fact that he is the
Chief Executive Officer of the Company and actively involved in the
daily management of the Company. Our audit and finance committee is
currently fully independent from the Company and Mr. Reese
satisfies the requirement of having an “audit committee financial
expert” as defined in Item 407(d)(5) of Regulation S-K.
The audit and finance committee operates pursuant to a written
charter adopted by our Board of Directors, which was most recently
updated and replaced on December 8, 2020 and a copy of which is
attached as Schedule “A” to this Proxy Statement.
It
is not the duty of our audit and finance committee to determine
that our financial statements are complete and accurate and in
accordance with generally accepted accounting principles. Our
management is responsible for preparing our financial statements,
and our independent registered public accounting firm is
responsible for auditing those financial statements. Our audit and
finance committee does, however, consult with management and our
independent registered public accounting firm prior to the
presentation of financial statements to shareholders and, as
appropriate, initiates inquiries into various aspects of our
financial affairs. In addition, our audit and finance committee is
responsible for retaining, evaluating and, if appropriate,
recommending the termination of our independent registered public
accounting firm and approving professional services provided by
them.
AUDIT AND
FINANCE COMMITTEE REPORT
Our audit and finance committee oversees our financial reporting
process. Management has the primary responsibility for the
financial statements and the reporting process, including the
system of internal accounting controls.
Our audit and finance committee has reviewed and discussed the
audited financial statements for the year ended August 31, 2021
with management.
Our audit and finance committee has discussed with Davidson &
Company LLP, Chartered Accountants, our independent registered
public accounting firm for the year ended August 31, 2021, the
matters required to be discussed by the statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol.
1. AU Section 380) as adopted by the Public Accounting Oversight
Board in Rule 3200T.
Our audit and finance committee has received written disclosures
and the letter from Davidson & Company LLP required by
Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees) as adopted the Public Company Accounting Oversight
Board in Rule 3600T, and has discussed with Davidson & Company
LLP its independence.
Based on the reviews and discussions referred to above, our audit
and finance committee recommended to our Board of Directors that
the audited financial statements referred to above to be included
in our annual report on Form 10-K for the year ended August 31,
2021 for filing with the Securities and Exchange Commission.
Respectfully submitted,
The Audit and Finance Committee of Lexaria Bioscience Corp.
Albert Reese Jr., Ted McKechnie and Nicholas Baxter
Not “Soliciting Material” The material in
this report is not “soliciting material,” is not deemed “filed”
with the SEC and is not to be incorporated by reference in any
filing of our Company under the Securities Act of 1933 or the
Exchange Act whether made before or after the date hereof and
irrespective of any general incorporation language in any such
filing.
Director
Independence
We
currently act with five Directors, consisting of Christopher Bunka,
John Docherty, Ted McKechnie, Nicholas Baxter and Albert Reese Jr.
We have determined that Ted McKechnie, Nicholas Baxter and Albert
Reese Jr. are each an “independent director” as defined in Nasdaq
Rules.
Shareholder
Communications with Our Board of Directors
Because of our Company's small size, we do not have a formal
procedure for shareholder communication with our Board of
Directors. In general, members of our Board of Directors and
executive officers are accessible by telephone or mail. Any matter
intended for our Board of Directors, or for any individual member
or members of our Board of Directors, should be directed to our
Director of Operations, Kristin Hamilton by:
Email at: khamilton@lexariabioscience.com
Fax at: 250-765-2499
Mail at: 100 – 740 McCurdy Road, Kelowna, BC V1X 2P7
with a request to forward the communication to the intended
recipient.
Board Leadership
Structure
The positions of our principal executive officer and the chairman
of our Board of Directors are served by one individual, Christopher
Bunka. We have determined that the leadership structure of our
Board of Directors is appropriate, especially given the early stage
of our development and the size of our Company.
The Board of Directors oversees our exposure to risk through its
interaction with management and receipt from management of periodic
reports outlining matters related to financial, operational,
regulatory, legal and strategic risks. Risk assessment and
oversight are an integral part of our governance and management
processes. Our Board of Directors encourages management to promote
a culture that incorporates risk management into our corporate
strategy and day-to-day business operations. Management discusses
strategic and operational risks at regular management meetings, and
conducts specific strategic planning and review sessions during the
year that include a focused discussion and analysis of the risks
facing us. Throughout the year, senior management reviews these
risks with the Board of Directors at regular board meetings as part
of management presentations that focus on particular business
functions, operations or strategies and presents the steps taken by
management to mitigate or eliminate such risks.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers
and Directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in,
our securities with the SEC and to provide us with copies of those
filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting
persons, we believe that during the fiscal year ended August 31,
2021, all filing requirements applicable to our executive officers,
Directors and persons who own more than 10% of our common stock
were complied with.
Executive
Compensation
The following table sets forth all compensation received during the
year ended August 31, 2021 and 2020 by our Chief Executive Officer,
Chief Financial Officer and each of the other most highly
compensated executive officers whose total compensation exceeded
$100,000 in such fiscal year. These officers are referred to as the
“named executive officers” in this proxy statement.
Summary Compensation
The particulars of compensation paid to the following persons:
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(a)
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our principal executive officer;
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(b)
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each of our two most highly compensated executive officers who were
serving as executive officers at the end of the fiscal years ended
August 31, 2021 and 2020; and
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(c)
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up
to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the most recently
completed financial year,
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who we will collectively refer to as the named executive officers,
for our fiscal years ended August 31, 2021 and 2020, are set out in
the following summary compensation table:
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SUMMARY COMPENSATION TABLE
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Name and
Principal
Position
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Year
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Salary
(C$)
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Bonus
(C$)(5)
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Stock
Awards
($)
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Option
Awards
(C$) (6)
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Non-
Equity
Incentive
Plan
Compensa
tion
($)
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Nonqualified
Deferred
Compensa
tion
Earnings
($)
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All Other
Compensa
- tion
(C$)
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Total
(C$)
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Christopher Bunka
Chairman, Chief Executive Officer(1)
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2021
2020
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116,419
-
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-
-
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-
-
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148,480
153,065
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-
-
|
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-
-
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357,367
300,802
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622,266
453,867
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Gregory Downey
Chief Financial Officer(2)
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2021
2020
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54,000
-
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-
-
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-
-
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42,848
-
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-
-
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-
-
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-
-
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96,848
-
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John Docherty
President(3)
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2021
2020
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185,463
-
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103,828
-
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-
-
|
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103,536
275,614
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-
-
|
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-
-
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123,642
242,521
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516,469
518,135
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Allan Spissinger
Former Chief Financial Officer(4)
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2021
2020
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-
-
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13,500
-
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|
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-
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-
143,886
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-
-
|
|
-
-
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130,170
121,664
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143,670
265,550
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Notes:
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1)
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Mr. Bunka has been the CEO of Lexaria since October 26, 2006 and is
compensated via a contract between Lexaria and his wholly-owned
company, C.A.B. Financial Services Ltd. (“C.A.B.”). For the fiscal
year ended August 31, 2021, C.A.B. was paid consulting fees of
C$29,706 per month.
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2)
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Mr. Downey became the Chief Financial Officer on April 15, 2021,
and is considered an employee of the Company.
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3)
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Mr. Docherty has been the President of Lexaria since April 15, 2015
and is compensated individually via an employment agreement and
pursuant to a contract with his company Docherty Management Ltd.
(“DML”). For the fiscal year ended August 31, 2021, Mr. Docherty
and DML were paid combined salary and consulting fees of
C$25,609.00 per month.
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4)
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Mr. Spissinger served as our Chief Financial Officer from June 2017
to April 2021. Mr. Spissinger was compensated via a contract
between Lexaria and his wholly-owned company, M&E Services Ltd.
(“M&E”). For the fiscal year ended August 31, 2021, M&E was
paid consulting fees of C$13,997.00 per month until June 1,
2021.
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5)
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Bonuses paid represent successful completion of a subsidiary sale
and performance milestones achieved. See Components of our
Compensation starting on page 22 for a discussion on the
criteria for such bonus payments.
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6)
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The fair value of the stock options awarded was estimated using the
Black-Scholes pricing model with the following assumptions:
expected volatility of 96%-134%, risk–free interest rate of
0.35%-0.85%, expected life of 5 years, and dividend yield of
0.0%.
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Employment and Consulting Agreements
For the 2020 and 2021 fiscal years the following agreements were
effective between the Company and the Named Executive Officers:
Christopher Bunka, Chief Executive Officer. Commencing January 1,
2019 and replacing all historical agreements, Lexaria and one of
its subsidiaries have entered into new agreements with Mr. Bunka
via his wholly-owned company, C.A.B. Financial Services Ltd., a
British Columbia company (the “Bunka Agreements”).
As at the August 31, 2021 fiscal year end, the Bunka Agreements
provide that Mr. Bunka will receive an aggregate monthly fee of
C$29,706 for an aggregate annual fee of C$356,472. The Bunka
Agreements provide that either three months' notice be provided to
Mr. Bunka for termination without cause or, in lieu of such notice,
a termination break fee equal to fifteen times the monthly fee (the
“Break Fee”) be paid. Mr. Bunka will be eligible
for additional compensation pursuant to the Bunka Agreement entered
into with Lexaria, this additional compensation shall include
Performance-Based Incentive equal to 50% of twelve times the
monthly fee payable pursuant to such Lexaria agreement, subject to
the performance criteria, as set by the Board of Directors, being
completed. Further the agreement entered into with Lexaria, also
provides that: (i) compensation in the amount of twenty-three times
the monthly fee shall be payable upon the completion of any change
of control, excluding circumstances where such change of control
was necessitated due to financial distress (the “COC
Fee”); and (ii) compensation in the amount of 2% of any
consideration provided by a purchaser of a subsidiary of Lexaria is
issuable upon the sale of a subsidiary, excluding circumstances
where such sale was necessitated due to financial distress (the
“Subsidiary Fee”). Pursuant to the terms of the
Bunka Agreements, the aggregate annual fee is subject to an annual
increase of 1.25x the prior calendar rate of inflation as published
by the Bank of Canada.
Subsequent to the fiscal year end, on December 31, 2021, Mr. Bunka
entered into a new independent contractor agreement with Lexaria
(the “Bunka 2022 Agreement”)
which replaced all other contracts which Mr. Bunka was a party to
with the Lexaria group of companies. The Bunka 2022 Agreement is
for a period of three years and maintains the same compensation
clauses as the Bunka Agreements but increased the COC Fee to
twenty-six months, amended the termination without cause notice to
fifteen months with each additional year of service entitling Mr.
Bunka to an additional month notice or an additional monthly fee
added to the Break Fee and confirmed the monthly fee at C$29,706
with a 1.25 x the prior calendar rate of inflation as published by
the Bank of Canada.
John Docherty, President. Commencing January 1, 2019, and replacing
all historical agreements, certain subsidiaries of Lexaria have
entered into new agreements with Mr. Docherty, both individually
and via his company, Docherty Management Limited, an Ontario
company (the “Docherty Agreements”). As at the
August 31, 2021 fiscal year end, the Docherty Agreements provide
that Mr. Docherty will receive an aggregate monthly fee of
CAD$25,609 for an aggregate annual fee of CAD$307,308. The Docherty
Agreements provide that on termination without cause, Mr. Docherty
will be entitled to the greater of the minimum statutory notice of
pay in lieu thereof or eight months' notice or pay in lieu thereof
(the “Termination Fee”). Mr. Docherty will be
eligible for additional compensation pursuant to the Docherty
Agreements in the form of Performance-Based Incentive equal to 50%
of the total combined salary and any consulting fee compensation
for a particular year, subject to the performance criteria, as set
by the Board of Directors, being completed within such year.
Further the agreement entered into with Kelowna Management Services
Corp. (“KMSC”), also provides that: (i) a COC fee
equal to twelve times the monthly fee excluding circumstances where
such change of control was necessitated due to financial distress;
and (ii) a Subsidiary Fee equal to 2% of any consideration provided
by a purchaser of an affiliate of KMSC is issuable upon the sale of
an affiliate, excluding circumstances where such sale was
necessitated due to financial distress. Pursuant to the terms of
the Docherty Agreements, the aggregate annual fee is subject to an
annual increase of 1.25x the prior calendar rate of inflation as
published by the Bank of Canada.
Subsequent to the fiscal year end, on December 31, 2021, Mr.
Docherty entered into a new employment agreement with KMSC (the
“Docherty 2022 Agreement”) which
replaced all other contracts which Mr. Docherty was a party to with
the Lexaria group of companies. The Docherty 2022 Agreement is for
a period of three years and maintains the same compensation clauses
as the Docherty Agreements but increased the COC Fee to twenty-one
months, amended the termination without cause notice to twelve
months with each additional year of service entitling Mr. Docherty
to an additional month notice or an additional monthly fee added to
the Termination Fee and confirmed the monthly fee at C$25,609 with
a 1.25 x the prior calendar rate of inflation as published by the
Bank of Canada.
Greg Downey, Chief Financial Officer. On April 15, 2021, the
Company, via KMSC, entered into an employment contract with Mr.
Downey providing annual compensation of C$144,000 with a 10% annual
increase. A performance bonus equal to 50% of the annual
compensation may be payable upon the completion of certain
performance criteria as determined by the board of directors and he
is also entitled to participate in the Company's approved stock
option plan. An annual professional development allowance of
C$5,000 is also available to Mr. Downey. Further the agreement also
provides that: (i) compensation in the amount of sixteen times the
monthly salary shall be payable upon the completion of any change
of control, excluding circumstances where such change of control
was necessitated due to financial distress; and (ii) compensation
in the amount of 1% of any consideration provided by a purchaser of
an affiliate of KMSC is issuable upon the sale of an affiliate,
excluding circumstances where such sale was necessitated due to
financial distress. The contract specifies that termination without
cause clause would result in eight (8) months' pay in lieu of
notice.
Allan Spissinger, Former Chief Financial Officer. On December 1,
2019 the Company and Mr. Spissinger, replaced the Management
Services Agreement, as amended, made with Mr. Spissinger's company,
M & E Services Ltd., with a new Management Services Agreement
having a term that ends June 1, 2021 (the “ME
Agreement”). The initial compensation issued pursuant to
the ME Agreement was a monthly fee of CAD$11,197.44. Mr. Spissinger
is also compensated by way of an independent contractor agreement
between M & E Services Ltd. and the Company's subsidiary
Lexaria Nicotine LLC (the “Nicotine Agreement”)
whereby pursuant to the terms of the Nicotine Agreement, the
initial compensation issued was monthly fee of CAD$2,400. Both the
ME Agreement and Nicotine Agreement are subject to an annual
increase of 1.25x the prior calendar rate of inflation as published
by the Bank of Canada and accordingly, commencing on March 1, 2020,
the aggregate monthly fee was raised to CAD$13,996.80 per month.
The ME Agreement and Nicotine Agreement terminated on June 1,
2021.
All compensation paid pursuant to the above-noted agreements that
is paid in Canadian currency but reported in US currency is
calculated using the Bank of Canada interbank rate as at the last
day of the applicable month.
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for our executive officers, except
that our executive officers may receive stock options at the
discretion of our Board of Directors.
Compensation
Discussion and Analysis
Our Philosophy on Compensation
At
Lexaria, our goal is to positively impact human health and
lifestyles through consumer and pharmaceutical products that reduce
onset times, reduce dosage quantities, provide healthier
administration methods and minimize severe side effects though the
incorporation of Lexaria's patented DehydraTECH technology. In
order to accomplish this goal, we must attract, engage and retain
highly qualified individuals who are able, due to our small size,
to fulfill a broad range of business development responsibilities
while also creating long-term shareholder value and embracing
Lexaria's core values of innovation, high-performance and
expertise. Our compensation incentives are designed to align our
goals with the long-term interests of our shareholders and
partners.
Objectives
When determining compensation payable to our named executive
officers, Lexaria considers the following:
Relationship between individual efforts and company
performance: We reinforce a high-performance culture
by linking annual bonuses payable to our executive officers with
company performance. These performance based milestone bonuses are
dependent on the successful completion or partial completion of
certain corporate objectives approved by the Board of Directors.
These corporate objectives encompass a broad spectrum of
improvement, including, advancements in Lexaria's technology as
evidenced through patents granted or successful results from
clinical trials and/or research studies, material financings or
strategic partnerships and increased share value.
Attract and retain talented executives:
Compensation opportunity is market competitive and reflects the
level of job impact and responsibilities. Retention of talent is an
important factor in the milestones set for our performance
milestones.
Consider shareholder input: Management
and the Compensation Committee consider the results of our
say-on-pay vote and other sources of shareholder feedback when
considering the executive compensation payments.
Say-on-Pay Results for 2019
The last shareholder advisory vote on the executive compensation
was provided at the 2019 annual meeting of shareholders whereby the
executive compensation described in the Named Executive Officer's
employment and/or consulting agreements was approved by a vote of
91.57% with the next shareholder advisory vote being scheduled for
this 2022 annual shareholder meeting. As the shareholders had
indicated to the Company, by way of their substantial vote in
favour, that the compensation being provided to the Named Executive
Officers was acceptable and approved, the Company has maintained
the forms of compensation as detailed in the above noted
employment/consultant agreements.
Compensation Committee's Processes and Analyses
Setting Compensation
Due to the small size of Lexaria, the Chief Executive Officer and
the President consider the business objectives and goals of the
Company for the ensuing calendar year and provide recommendations
to the Compensation Committee for the establishment of performance
milestones for the Company's executives and other key employees
which will assist in the accomplishment of such objectives and
goals at a high level of success. For example, while it may be
considered that the completion of three research studies in a year
with successful results is achievable, the CEO and President would
submit recommendations that the performance milestone to be
obtained in order to receive a bonus would be the completion of
four research studies in a year with successful results, thus
reflecting the core values of innovation, high-performance and
expertise.
The Compensation Committee then considers the recommendations of
the CEO and President and independently accepts, rejects or amends
them, as they deem appropriate, based on their internal
discussions, research and/or consultation with the Company's
outside lawyers, accountants or any third party consultants.
Payment of Bonus Compensation Based on Success of Performance
Milestones
At
the end of the calendar year, or shortly thereafter, the CEO and
President provide the Compensation Committee with a summary of the
Company's overall performance, specifically with consideration to
the performance milestone criteria previously established. The
Compensation Committee then considers the Company's overall
performance and considers whether the applicable performance
milestones have been successfully accomplished in their entirety,
or if not, to what extent such accomplishments have been
successful. Based on such determination, the rate of the
performance milestone payable is calculated, being no greater than
50% of the annual salary of the CEO, President and CFO,
respectively.
Competitive Pay Assessment
In
2019, the Chief Executive Officer and President entered into new
three year contracts whereby, at that time, the Company with the
assistance of its legal counsel and after reviewing other Canadian
Securities Exchange listed corporations of similar size established
the annual salary for such executives (the “Base
Salary”). The Base Salary is increased annually by an
amount that is equal to 1.25 times the inflation rate as published
by the Bank of Canada (the “Annual Increase”).
Since the initial pay negotiation, the CEO and President have not
received any salary pay increases other than the Annual Increase
and the 2022 Bunka Agreement and 2022 Docherty Agreement carries
over the originally negotiated Base Salary, only reflecting the
incremental increases resulting from the Annual Increase that
occurred since 2020.
Components of our Compensation
Our 2021 executive compensation was composed of three
components:
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·
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Base salary;
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·
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Cash bonus (performance milestone, subsidiary sale and change of
control); and
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·
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Equity compensation, namely stock options.
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Base Salary
As
noted under Employment and Consulting Agreements and Competitive
Pay Assessment above, each of our named executive officers receives
a Base Salary that is increased pursuant to the Annual Increase
formula.
Cash Bonus – Performance Milestone
As
noted under Employment and Consulting Agreements and above, each of
our named executive officers has certain performance milestone
goals set for them pursuant to the successful completion of which
they are paid a bonus of not more than 50% of their Base
Salary.
For the calendar year ended December 31, 2020, the Compensation
Committee reviewed the accomplishments of the Named Executive
Officers in relation to the goals and bonuses that were previously
established pursuant to director approval and the Docherty
Agreements and Bunka Agreements, with the establishment of such
compensation of the executive officers of the Company, being
determined with the guidance of the Company's legal counsel, taking
into consideration the financial status of the Company and the
compensation issued to persons in parallel positions for similar
sized companies in the biotechnology research industry. The bonus
payments to the Named Executive Officers was based on the
successful completion of such set performance milestones with such
bonus payments made by March 2021. For the calendar year ended
December 31, 2021, the Performance Based Incentives established by
the Compensation Committee focused on the advancement of the
Company's intellectual property through the completion of the
Company's planned research studies by the end of calendar 2021 with
at least 80% of the number of such studies demonstrating
statistically significant improvements in active pharmaceutical
ingredient absorption and/or performance, the commercial success of
the Company by way of the completion of a strategic commercial
transaction, the accomplishment of financial performance metrics,
obtaining a minimum share price of $15.00 and completing a
successful financing of $5 million or more, without negative
effects to shareholders. The Compensation Committee then presented
the milestones and timeframes for the completion of same to the
independent board for approval. The approved milestones and
timeframes then set a basis for the compensation payable pursuant
to the Performance Based Incentives to the Named Executive
Officers, with such payments being made by March 31, 2022. All of
the milestones established for the payment of Performance Milestone
Incentives contained a high level of difficulty to achieve due to
various unpredictable outside factors, including supply and service
restrictions associated with Covid 19, regulatory approvals,
shareholder approvals, ethics board approvals and stock market
uncertainty.
Cash Bonus – Affiliate Sale
With respect to the compensation to be issued to the Named
Executive Officers for the sale of an affiliate of the Company, it
was determined that compensation for these transactions was
justified as the sale of an affiliate, (or the material assets of
an affiliate), was deemed to represent the development of a
strategic asset, namely a subsidiary representing a branch of the
Company's technology, that became a desirable acquisition for an
established company which would result in significant cash revenue
for the Company. The ability of a successful completion of an
affiliate sale is subject to several outside factors that require
mitigation by the Named Executive Officers, namely, shareholder
approvals, valuations, regulatory filings and approvals,
negotiation of the terms of the sale, tax considerations and cross
border legal considerations for both the Company and the acquiring
party.
For the calendar year ended December 31, 2020, the Named Executive
Officers earned a cash bonus for an Affiliate Sale, based on the
completion of the sale of the majority of assets of the Company's
subsidiary, Lexaria CanPharm ULC, in December 2020.
There are no guarantees that another affiliate sale will come to
successful fruition and it is anticipated that any such affiliate
sale would require active and dedicated contributions from the
Named Executive Officers for between three to six months.
Cash Bonus – Change of Control
With respect to compensation provided to the Named Executive
Officers in the circumstances of a change of control, this payment
may only be made if such change of control was not necessitated due
to the Named Executive Officer failing to act in the best interests
of the Company, resulting in the Company becoming financial
distressed. Compensation for a change of control is provided to the
Named Executive Officers as it is considered that such change of
control will be linked to Lexaria being taken over by a larger
successful company, thus creating increased value for its
shareholders. A change of control will be triggered if any of the
following events occurs:
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(a)
|
If
any individual, partnership, company, society, or other legal
entity (a “Person”), alone or together with any
other Persons with whom it is acting jointly or in concert, becomes
the beneficial owner of, or acquires the power to exercise control
or direction over, directly or indirectly, such securities (or
securities convertible into, or exchangeable for, securities)
entitled to more than fifty percent (50%) or more of the votes
exercisable by holders of the then-outstanding securities generally
entitled to vote for the election of directors (“Voting
Stock”) of the Company or if any Persons that previously
were not acting jointly or in concert commence acting jointly or in
concert and together beneficially own, or have the power to
exercise control or direction over, securities entitled to more
than fifty percent (50%) or more of the votes exercisable by
holders of Voting Stock, or have rights of conversion which, if
exercised, would permit such Persons to own or control such a
percentage of votes;
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(b)
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The Company is merged, amalgamated or consolidated into or with
another Person and, as a result of such business combination, a
Person who previously held securities representing less than fifty
percent (50%) of the votes exercisable by the holders of the Voting
Stock of the Company, either alone or together with any other
persons with whom it is acting jointly or in concert, is now,
either alone or together with any other persons with whom it is
acting jointly or in concert, entitled to hold more than fifty
percent (50%) of the votes, exercisable by holders of the Voting
Stock of the Company or of such Person into which the Voting Stock
of the Company has been converted;
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(c)
|
The capital of the Company is reorganized and a Person, together
with any other persons with whom it is acting jointly or in
concert, which previously held securities representing less than
fifty percent (50%) of the votes exercisable by the holders of the
Voting Stock of the Company, now as a result of such
reorganization, holds securities entitled to more than fifty
percent (50%) of the votes exercisable by the holders of the Voting
Stock of the Company;
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(d)
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The Company sells or otherwise transfers all or substantially all
of its assets to another Person and a Person, together with any
other persons with whom it is acting jointly or in concert, which
previously held securities representing less than fifty percent
(50%) of the votes exercisable by the holders of the Voting Stock
of the Company, now as a result of such sale or transfer, holds
securities entitled to more than fifty percent (50%) of the votes
exercisable by the holders of the Voting Stock of the Company;
or
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(e)
|
During any period of two consecutive years, individuals who at the
beginning of any such period constitute the directors of the
Company or constitute the directors of the sole shareholder of the
Company, cease for any reason to constitute at least a majority
thereof.
|
Equity Compensation
Equity compensation, namely through the issuance of stock options,
to the Named Executive Officers is typically considered in
conjunction with each of the Company's directors, employees and, if
applicable, consultants. Accordingly, the executive officers review
the allotment and value of options currently issued by the Company
to its team members and then consider the contributions made by
each of the Company's team members during the year. The executive
officers then present their suggested option issuance allotment to
the independent Board of Directors along with an explanation for
such suggested allotments for their review and consideration. After
any adjustments are made to the option issuance allotment pursuant
to the feedback provided by the independent Board of Directors, the
full Board of Directors will then authorize and approve the stock
options issuances. While there are no formalized practices in place
with respect to the timing of option issuances, the Company uses
its best efforts to refrain from issuing stock options until any
material non-public information has been released. Lexaria uses
equity compensation as a further means to align the interests of
its Named Executive Officers with those of its shareholders.
Compensation
Plans
As
of August 31, 2021, we had one active equity compensation plan, a
summary of which follows:
Lexaria Bioscience Corp. Equity Incentive Plan (the
“Incentive Plan”)
On
May 1, 2019, the Board of Directors approved the Incentive Plan
which was subsequently approved by the Lexaria shareholders on June
20, 2019 at the Company's annual and special meeting. The Incentive
Plan permits grants of incentive stock options, nonstatutory stock
options, restricted stock, restricted stock units, and stock
appreciation rights (collectively the “incentive
securities”) to purchase a maximum of 261,290 common
shares, on a post reverse stock split basis, of authorized but
unissued or reacquired common stock based on 10% of Lexaria's
issued share capital as at May 3, 2019, being the record date of
the 2019 shareholder meeting and subject to adjustment for stock
splits or consolidations. On June 28, 2021, the shareholders of the
Company approved an increase to the maximum number of incentive
securities that could be issued under the Incentive Plan so that
the Company was authorized to issue up to 510,433 incentive
securities, representing 10% of the issued share capital as at the
record date of the Company's 2021 shareholder meeting. The purchase
price per share deliverable upon the exercise of an incentive
security granted under the Incentive Plan shall be determined by
the Board of Directors at the time of grant of such incentive
security but cannot be less than one hundred percent (100%) of the
fair market value per share on the date of the incentive security
grant. Further incentive securities issued to persons who own ten
percent (10%) of the voting power of all classes of stock of the
Company or any of its subsidiaries, shall bear an exercise price of
no less than one hundred ten percent (110%) of the fair market
value of the Company's shares on the date of grant. Incentive
securities granted under the Incentive Plan shall expire on such
date as determined by the Board of Directors and set forth in the
applicable award agreement, provided, that such date shall not be
later than (10) ten years after the date on which the incentive
security is granted and, in the case of recipients who hold more
than own ten percent (10%) of the voting power of all classes of
stock of the Company or any of its subsidiaries, such date shall
not be more than five (5) years from the date on which the
incentive security is granted.
Eligible participants to the Incentive Plan shall include
Directors, officers, employees and consultants of Lexaria and of
Lexaria's affiliates. Vesting provisions may be placed on incentive
security issuances at the discretion of the Board of Directors,
taking into consideration the length of service of the recipient
and the number of incentive securities granted. Specifically,
options shall terminate on the earlier of: (i) the expiry date;
(ii) one year after disability or death of the optionee; or (iii)
30 days after termination of the optionee's services to Lexaria or
an affiliate of Lexaria. As at the Record Date, there are currently
321,336, issued and unexercised options under the Incentive Plan
with an allowable 189,097 options available for issuance, all being
on a post reverse stock split basis.
Other Forms of Compensation
Lexaria does not provide any benefits associated with pension,
retirement, RRSP matching, gym membership, car allowance, extended
health, dental or life insurance plans for its Named Executive
Officers.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of
August 31, 2021:
|
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
|
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
(US$)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
|
|
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
|
|
|
|
Christopher
Bunka
|
|
26,000
23,334
|
|
-
-
|
|
-
-
|
|
5.83
7.08
|
|
04/26/2026
06/08/2026
|
|
-
-
|
|
-
-
|
|
-
-
|
|
-
-
|
|
|
|
John Docherty
|
|
13,334
18,000
18,334
|
|
-
-
-
|
|
-
-
-
|
|
9.60
5.31
7.08
|
|
04/23/2025
04/26/2026
06/08/2026
|
|
-
-
-
|
|
-
-
-
|
|
-
-
-
|
|
-
-
-
|
|
|
|
Gregory Downey
|
|
12,000
5,000
8,000
|
|
8,000
5,000
-
|
|
-
-
-
|
|
5.04
5.31
7.08
|
|
04/15/2026
04/26/2026
|
|
-
-
|
|
-
-
|
|
-
-
|
|
-
-
|
|
|
Compensation of
Directors
The following compensation was provided to the Directors of Lexaria
who are not also named executive officers during the fiscal year
ended August 31, 2021:
|
Name
|
|
Fees earned or paid in cash (US$)
|
|
|
Stock Awards ($)
|
|
Option Awards (US$)(1)
|
|
|
Non-
Equity
Incentive
Plan
Compensation
($)
|
|
Nonqualified Deferred
Compensation Earnings
($)
|
|
All Other
Compensation ($)
|
|
Total
(US$)
|
|
|
Nicholas Baxter
|
|
$
|
34,487
|
|
|
Nil
|
|
$
|
6,952
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
$
|
41,039
|
|
|
William (Ted) McKechnie
|
|
$
|
40,615
|
|
|
Nil
|
|
$
|
6,952
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
$
|
47,567
|
|
|
Albert Reese Jr.
|
|
$
|
28,272
|
|
|
Nil
|
|
$
|
13,612
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
$
|
41,783
|
|
|
Brian Quigley(2)
|
|
$
|
23,591
|
|
|
Nil
|
|
Nil
|
|
|
Nil
|
|
Nil
|
|
Nil
|
|
$
|
23,591
|
|
|
|
(1)
|
The fair value of the stock options awarded was estimated using the
Black-Scholes pricing model with the following assumptions:
expected volatility of 96%, risk–free interest rate of 0.35%,
expected life of 5 years, and dividend yield of 0.0%.
|
|
|
|
|
|
|
(2)
|
Mr. Quigley's directorship ended on June 28, 2021.
|
Each independent Director entered into a Board of Director Services
Agreement with the Company whereby they are paid $30,000 annually
as compensation for their director services, $5,000 annually as
compensation for their committee services and $5,000 annual as
compensation for acting as the Chair on any committee. . There are
no arrangements or plans in which we provide pension, retirement or
similar benefits for our independent Directors, except that they
may receive additional stock options at the discretion of our Board
of Directors.
Securities
Authorized for Issuance under Equity Compensation
Plans
We
have no long-term incentive plans other than the incentive plans
described below.
Equity Compensation Plan Information
The following table sets forth certain information concerning all
equity compensation plans previously approved by shareholders and
all previous equity compensation plans not previously approved by
shareholders, as of the most recently completed fiscal year
ended August 31, 2021.
|
EQUITY COMPENSATION PLAN INFORMATION
|
|
Plan category
|
|
# of securities to be issued upon
exercise of outstanding options,
warrants and rights
|
|
|
Weighted-average exercise price
of
outstanding options, warrants and
rights
|
|
|
# of securities available
for issuance under equity
compensation plans (excluding
securities in column
(a))
|
|
|
Equity compensation plans not approved by shareholders
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Equity compensation plans
approved by shareholders:
|
|
|
|
|
|
|
|
|
|
|
Equity Incentive Plan
|
|
|
206,170
|
|
|
|
7.36
|
|
|
|
304,263
|
|
|
Total
|
|
|
206,170
|
|
|
|
7.36
|
|
|
|
304,263
|
|
Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
We
did not purchase any of our common shares or other securities
during our fiscal year ended August 31, 2021.
Transactions
with Related Persons and Related Person Transaction
Policy
No
Director, executive officer, shareholder holding at least 5% of
shares of our common stock, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or
proposed transaction since the beginning of the year ended August
31, 2021, in which the amount involved in the transaction exceeded
or exceeds the lesser of $120,000 or one percent of the average of
our total assets at the year-end for the last two completed fiscal
years.
Under our Code of Ethics, our senior financial officers are
required to act with honesty and integrity, including the ethical
handling of actual or apparent conflicts of interest between
personal and professional relationships. In addition, our recently
amended Audit and Finance Committee Charter provides that the Audit
and Finance Committee will be responsible for the review of any
related-party transactions.
Anti-Hedging Policy
We
have not established any sort of anti-hedging policy that would
prohibit our executive officers and Directors from hedging the
economic interest of their stock ownership and holding shares of
the Company's common stock in a margin account or pledging shares
as collateral for a loan.
Employment
Agreements
For information regarding compensation for our executive officers
and Directors, see “Summary Compensation” beginning on page 18.
Fees Paid to Our
Independent Registered Public Accounting Firm
Audit Fees
Davidson & Company LLP has acted as our independent registered
public accounting firm since 2016. The aggregate fees billed for
the most recently completed fiscal years ended August 31, 2021 and
August 31, 2020 for professional services rendered by the principal
accountant and to others for the provision of specialized advice
for the audit of our annual financial statements and review of the
financial statements included in our quarterly reports on Form 10-Q
and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for
these fiscal periods were as follows:
|
|
|
Year Ended
|
|
|
|
|
August 31,
2021
|
|
|
August 31,
2020
|
|
|
Audit Fees
|
|
C$
|
73,733
|
|
|
C$
|
67,450
|
|
|
Audit Related Fees
|
|
C$
|
18,458
|
|
|
|
-
|
|
|
Tax Fees
|
|
C$
|
30,474
|
|
|
C$
|
12,885
|
|
|
All Other Fees
|
|
|
-
|
|
|
|
-
|
|
|
Total
|
|
C$
|
92,191
|
|
|
C$
|
67,450
|
|
Audit fees consist of fees billed for professional services
rendered for the audits of our financial statements, reviews of our
interim financial statements included in quarterly reports,
services performed in connection with filings with the SEC and
related comfort letters and other services that are normally
provided by Davidson & Company LLP for the fiscal years ended
August 31, 2021 and August 31, 2020 in connection with statutory
and regulatory filings or engagements. Davidson & Company LLP
was appointed as the Company's independent registered public
accounting firm in 2016 and will be submitted to the shareholders
for ratification as to its continued appointment under Proposal 2
located at page 29.
Audit related Fees
Audit related fees consist of fees billed for assurance and related
services by Lexaria's principal accountants for the fiscal years
ended August 31, 2021 and August 31, 2020 in connection with
statutory and regulatory filings or engagements. Lexaria did not
pay any audit related fees for the 2021 and 2020 fiscal years.
Tax Fees
Tax fees consist of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include
assistance regarding federal, state and local tax compliance and
consultation in connection with various transactions and
acquisitions. For the fiscal years ended August 31, 2021 and 2020,
we engaged BDO Canada LLP for non-audit professional services and
preparation of corporate tax returns.
All Other Fees
We
do not use Davidson & Company LLP for financial information
system design and implementation. These services, which include
designing or implementing a system that aggregates source data
underlying the financial statements or generates information that
is significant to our financial statements, are provided internally
or by other service providers. We do not engage Davidson &
Company LLP to provide compliance outsourcing services.
Effective May 6, 2003, the SEC adopted rules that require that
before our independent auditors are engaged by us to render any
auditing or permitted non-audit related service, the engagement
be:
|
|
·
|
approved by our audit committee; or
|
|
|
|
|
|
|
·
|
entered into pursuant to pre-approval policies and procedures
established by the Board of Directors, provided the policies and
procedures are detailed as to the particular service, the Board of
Directors is informed of each service, and such policies and
procedures do not include delegation of the Board of Directors'
responsibilities to management.
|
Our Board of Directors pre-approves all services provided by our
independent auditors. All of the above services and fees were
reviewed and approved by the Board of Directors either before or
after the respective services were rendered.
Our Board of Directors has considered the nature and amount of fees
billed by our independent auditors and believes that the provision
of services for activities unrelated to the audit is compatible
with maintaining our independent auditors' independence.
PROPOSALS FOR
SHAREHOLDER VOTE
Proposal 1
Election of Directors
Our Board of Directors has nominated the persons previously named
under Director Nominees as candidates for
Directors at the Meeting. These nominees are all of our current
Directors and information regarding their expertise is provided
under the Director Nominees section. Unless otherwise directed, the
proxy holders will vote the proxies received by them for the
election of: Christopher Bunka, John Docherty, Ted McKechnie,
Nicholas Baxter and Albert Reese Jr.
Each Director who is elected will hold office until the next
Meeting of Shareholders and until his successor is elected and
qualified. Any Director may resign his office at any time and may
be removed at any time by the majority of vote of the shareholders
given at a special meeting of our shareholders called for that
purpose.
Our Board of Directors recommends that you vote FOR the
nominees.
Proposal
2
Ratification of the Continued Appointment of the
Independent Registered Public Accounting Firm
Our Audit Committee has directed our Board of Directors to ask our
shareholders to ratify the continued appointment of Davidson &
Company LLP, as our independent registered public accounting firm
for the fiscal year ending August 31, 2021 at a remuneration to be
fixed by the Board. Davidson & Company LLP was first appointed
in 2016 by the Company as its independent registered public
accounting firm.
Shareholder ratification of the continued appointment of Davidson
& Company LLP is not required under the Nevada corporate law or
in our bylaws. However, our Board of Directors is submitting the
continued appointment of Davidson & Company LLP as our
independent registered public accounting firm to our shareholders
for ratification as a matter of corporate practice. If our
shareholders fail to ratify the continued appointment, our Board of
Directors will reconsider whether or not to retain the firm. Even
if the appointment is ratified, our Board of Directors in its
discretion may direct the appointment of a different independent
registered public accounting firm at any time during the year if
our Board of Directors determines that such a change would be in
the best interest of our Company and our shareholders.
Representatives of Davidson & Company LLP are not expected to
be present at the Meeting. However, we will provide contact
information for Davidson & Company LLP to any shareholders who
would like to contact the firm with questions and the firm will be
expected to respond to any appropriate questions; however if
representatives from Davidson & Company LLP are present at the
Meeting, they will have an opportunity to make a statement if they
desire to do so.
Unless otherwise directed, the proxy holders will vote the proxies
received by them for the ratification of the continued appointment
of Davidson & Company LLP as our independent registered public
accounting firm for the fiscal year ending August 31, 2022.
At
the Meeting the shareholders will be asked to approve the following
resolution by a simple majority:
“RESOLVED THAT the continued appointment of Davidson & Company
LLP as our independent registered public accounting firm is
ratified, approved and confirmed and that the remuneration be fixed
by the Board.”
Our Board of Directors recommends that you vote FOR the
ratification of the continued appointment of Davidson & Company
LLP as our independent registered public accounting firm as our
auditors for the fiscal year ending August 31, 2022 at a
remuneration to be fixed by the Board.
Proposal
3
Advisory Vote to Approve the Compensation of Our Named
Executive Officers
Pursuant to Section 14A of the Exchange Act, as amended (the
“Exchange Act”), our shareholders are entitled to vote on whether
the advisory shareholder vote to approve executive compensation
should occur every one, two or three years, and may also choose to
abstain from voting. In 2019, the majority of our shareholders
voted to approve executive compensation every three years and
accordingly, we are now providing our shareholders with an
opportunity to express their views on our named executive officer's
compensation for the fiscal year 2021, as disclosed in this Proxy
Statement. Assuming there is no change to the Company's current
policy regarding the frequency of such advisory vote, it is
expected that the next “say-on-pay” vote will occur at our 2025
annual meeting of shareholders, at which time the shareholders will
also be given the opportunity to either reaffirm their continued
approval of the executive officer compensation every three years or
amend such approval to occur every one or two years. Although this
advisory vote is non-binding, our Board of Directors will review
and consider the voting results when making future decisions
regarding our named executive officer compensation and related
executive compensation programs.
As
described in more detail in the Compensation Discussion and
Analysis, our executive compensation program is designed to:
|
|
·
|
attract and retain the best executive talent;
|
|
|
|
|
|
|
·
|
motivate our executives to achieve our financial and business
goals; and
|
|
|
|
|
|
|
·
|
align our executive's interests with those of our shareholders to
drive increased shareholder value.
|
We
encourage shareholders to read the Compensation Discussion and
Analysis beginning on page 21 of this Proxy Statement, which
outlines the current compensation issuable to our named executive
officers. The Board of Directors believe that our executive
compensation strikes the appropriate balance between utilizing
measured pay practices and effectively incentivizing our named
executive officers to dedicate themselves fully to create value for
our shareholders.
The Board of Directors recommends that shareholders indicate their
support for the compensation of our named executive officers. The
vote on this resolution is not intended to address any specific
element of compensation but rather the overall named executive
officer compensation program as described in this Proxy
Statement.
Accordingly, we ask our shareholders to vote on the following
resolution at the Annual Meeting:
“RESOLVED, that the shareholders approve, on an advisory
non-binding basis, the compensation of our named executive officers
for the fiscal year 2021, as disclosed pursuant to Item 402 of
Regulation S-K, including the Compensation Discussion and Analysis,
the compensation table and any other related disclosure in this
Proxy Statement.”
Our Board of Directors recommends a vote in favour for the
approval of the compensation of our named executive
officers.
Proposal 4
Ratification and Approval of Acts of the
Directors
Since the date of the last meeting of shareholders, the Board of
Directors have effected transactions, entered into contracts and
have completed other lawful acts by and on behalf of the Company.
The shareholders will be asked to approve the following resolution
by way of a simple majority:
“RESOLVED THAT the lawful acts of the Directors made by and on
behalf of the Company and effected since the date of the last
shareholders' meeting are hereby ratified and approved.”
Our Board of Directors recommends a vote in favour for the
ratification of the Directors' lawful acts.
INTEREST OF CERTAIN
PERSONS IN MATTERS TO BE ACTED UPON
No
Director, executive officer, or nominee for election as a Director
of the Company and no associate of any of the foregoing persons has
any substantial interest, direct or indirect, by security holding
or otherwise, in any matter to be acted upon at the Meeting, except
that our executive officers have an interest in the approval of
Proposal 3 with respect to the advisory vote to approve their
compensation.
“HOUSEHOLDING” OF
PROXY MATERIALS
The SEC permits companies and intermediaries such as brokers to
satisfy the delivery requirements for proxy statements and Annual
Reports with respect to two or more shareholders sharing the same
address by delivering a single Proxy Statement or Annual Report, as
applicable, addressed to those shareholders. This process, which is
commonly referred to as “householding”, potentially provides extra
conveniences for shareholders and cost savings for companies.
Although we do not intend to household for our shareholders of
record, some brokers household our proxy materials and Annual
Reports, delivering a single copy of the Proxy Statement or Annual
Report to multiple shareholders sharing an address unless contrary
instructions have been received from the affected shareholders.
Once you have received notice from your broker that it will be
householding materials to your address, householding will continue
until you are notified otherwise or until you revoke your consent.
If, at any time, you no longer wish to participate in householding
and would prefer to receive a separate copy of the Proxy Statement
or Annual Report, or if you are receiving multiple copies of either
document and wish to receive only one, please notify your broker.
Shareholders who currently receive multiple copies of the Proxy
Statement at their address from their brokers and would like to
request “householding” of their communications should contact their
brokers.
SHAREHOLDER
PROPOSALS
Shareholders may submit proposals or director nominations for
inclusion by the Company in next year's proxy statement. For your
proposal or director nomination to be considered for inclusion in
our proxy statement for next year's annual meeting, your written
proposal must be received by our corporate secretary at our
principal executive office no later than 120 days before the
anniversary of the release date of this Proxy Statement, unless the
date of next year's annual meeting is changed by more than thirty
(30) days from the date of this year's Meeting. If the date of next
year's annual meeting is changed by more than thirty (30) days from
the date of this year's Meeting, then the deadline is a reasonable
time before the Company begins to print and mail its proxy
materials. After such date, any shareholder proposal will be
considered untimely.
If
we change the date of next year's annual meeting by more than
thirty (30) days from the date of this year's Meeting, then the
deadline is a reasonable time before we begin to print and
distribute our proxy materials. You should also be aware that your
proposal must comply with SEC regulations regarding inclusion of
shareholder proposals in company-sponsored proxy materials, and
with any provision in our bylaws regarding the same.
Lexaria Bioscience Corp. expects to hold its next annual
meeting of shareholders in May 2023 with proxy materials expected
to be published in March 2023. Proposals from shareholders intended
to be present at the next annual meeting of shareholders should be
addressed to Lexaria Bioscience Corp., 100 – 740 McCurdy Road,
Kelowna, British Columbia, V1X 2P7, Canada, Attention: Corporate
Secretary. We must receive the proposals by December 14, 2022. Upon
receipt of any such proposal, we shall determine whether or not to
include any such proposal in the Proxy Statement and proxy in
accordance with applicable law. It is suggested that shareholders
forward such proposals by Certified Mail-Return Receipt Requested.
After March 13, 2023, any shareholder proposal will be considered
to be untimely.
As
to any proposal that a shareholder intends to present to
shareholders other than by inclusion in our proxy statement for our
2023 annual meeting of shareholders, the proxies named in our proxy
for that meeting will be entitled to exercise their discretionary
voting authority on that proposal unless we receive notice of the
matter to be proposed not later than Thursday, January 26, 2023.
Even if proper notice is received on or prior to that date, the
proxies named in our proxy for that meeting may nevertheless
exercise their discretionary authority with respect to such matter
by advising shareholders of that proposal and how they intend to
exercise their discretion to vote on such matter, unless the
shareholder making the proposal solicits proxies with respect to
the proposal to the extent required by Rule 14a-4(c)(2) under the
Securities Exchange Act of 1934.
With respect to business to be brought before the Meeting, we have
received no notices from our shareholders that we were required to
include in this proxy statement.
WHERE YOU CAN FIND MORE
INFORMATION
We
file annual and other reports, proxy statements and other
information with the SEC and these documents are available to the
public from the SEC's website located at www.sec.gov. Additional
information regarding our Company and our business activities is
available on the SEDAR website located at www.sedar.com and at our
Company's website located at http://www.lexariabioscience.com. Our
Company's financial information is provided in our Company's
audited financial statements and related management discussion and
analysis for its most recently completed financial year end may be
viewed on the SEDAR website.
SOLICITATION OF
PROXIES
This solicitation is made on behalf of the Board of Directors. We
will bear the costs of preparing, mailing, online processing and
other costs of the proxy solicitation made by the Board of
Directors. Certain of our officers and employees may solicit the
submission of proxies authorizing the voting of shares in
accordance with the recommendations of the Board of Directors. Such
solicitations may be made by telephone, facsimile transmission or
personal solicitation. No additional compensation will be paid to
such officers, directors or regular employees for such services. We
will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in sending proxy material to stockholders.
OTHER MATTERS
Our Board of Directors does not intend to bring any other business
before the Meeting and, so far as is known to our Board of
Directors, no matters are to be brought before the Meeting except
as specified in the Notice of Meeting. If any other matters are
properly brought before the Meeting, it is the intention of the
persons named on the proxy to vote the shares represented by the
proxy on such matters in accordance with their judgment.
BY
ORDER OF THE BOARD OF DIRECTORS
|
/s/ “Christopher Bunka”
|
|
|
Christopher Bunka
|
|
|
Chairman of the Board
April 4, 2022
|
|
Schedule “A”
THE AUDIT AND FINANCE COMMITTEE'S CHARTER
As adopted by the Board of Directors and most recently amended
December 8, 2020
The primary function of the audit committee (the “Committee”) is to
assist the Company's Board of Directors in fulfilling its financial
oversight responsibilities by reviewing the financial reports and
other financial information provided by the Company to regulatory
authorities and shareholders, the Company's systems of internal
controls regarding finance and accounting and the Company's
auditing, accounting and financial reporting processes. Consistent
with this function, the Committee will encourage continuous
improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels. The Committee's
primary duties and responsibilities are to:
|
|
·
|
serve as an independent and
objective party to monitor the Company's financial reporting and
internal control system and review the Company's financial
statements; |
|
|
|
|
|
|
·
|
review and appraise the performance
of the Company's external auditors; and |
|
|
|
|
|
|
·
|
provide an open avenue of
communication among the Company's auditors, financial and senior
management and the Board of Directors. |
Composition
The Committee shall be comprised of a minimum three Directors as
determined by the Board of Directors of which:
|
|
·
|
each of whom are independent of the
management of the Company and are free of any relationship that, in
the opinion of the Board of Directors, would interfere with their
exercise of independent judgment as a committee member; |
|
|
|
|
|
|
·
|
each of whom satisfy the
independence standards defined in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended; |
|
|
|
|
|
|
·
|
each of whom is able to read and
understand fundamental financial statements, including a company's
balance sheet, income statement and cash flow statement; and |
|
|
|
|
|
|
·
|
each of whom must not have
participated in the preparation of the financial statements of the
Company or any current subsidiary of the Company at any time during
the past three (3) years. |
The members of the Committee shall be elected by the Board of
Directors at its first meeting following the annual shareholders'
meeting. Unless a Chair is elected by the full Board of Directors,
the members of the Committee may designate a Chair by a majority
vote of the full Committee membership.
Meetings
The Committee shall meet a least twice annually, or more
frequently as circumstances dictate. As part of its job to foster
open communication, the Committee will meet at least annually with
the Chief Financial Officer and the external auditors in separate
sessions.
Responsibilities and Duties
To
fulfill its responsibilities and duties, the Committee shall:
DOCUMENTS/REPORTS REVIEW
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review and update this Audit
Committee Charter annually; and |
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review the Company's financial
statements, MD&A and any annual and interim earnings press
releases before the Company publicly discloses this information and
any reports or other financial information (including quarterly
financial statements), which are submitted to any governmental
body, or to the public, including any certification, report,
opinion, or review rendered by the external auditors. |
EXTERNAL AUDITORS
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review annually, the performance of
the external auditors who shall be ultimately accountable to the
Company's Board of Directors and the Committee as representatives
of the shareholders of the Company; |
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obtain annually, a formal written
statement of external auditors setting forth all relationships
between the external auditors and the Company, consistent with
Independence Standards Board Standard 1; |
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review and discuss with the
external auditors any disclosed relationships or services that may
impact the objectivity and independence of the external
auditors; |
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take, or recommend that the
Company's full Board of Directors take appropriate action to
oversee the independence of the external auditors, including the
resolution of disagreements between management and the external
auditor regarding financial reporting; |
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recommend to the Company's Board of
Directors the selection and, where applicable, the replacement of
the external auditors nominated annually for shareholder
approval; |
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recommend to the Company's Board of
Directors the compensation to be paid to the external
auditors; |
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at each meeting, consult with the
external auditors, without the presence of management, about the
quality of the Company's accounting principles, internal controls
and the completeness and accuracy of the Company's financial
statements; |
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review and approve the Company's
hiring policies regarding partners, employees and former partners
and employees of the present and former external auditors of the
Company; |
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review with management and the
external auditors the audit plan for the year-end financial
statements and intended template for such statements; and |
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review and pre-approve all audit
and audit-related services and the fees and other compensation
related thereto, and any non-audit services, provided by the
Company's external auditors. The pre-approval requirement is waived
with respect to the provision of non-audit services if: |
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the aggregate amount of all such non-audit services provided to the
Company constitutes not more than five percent of the total amount
of revenues paid by the Company to its external auditors during the
fiscal year in which the non-audit services are provided,
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such services were not recognized by the Company at the time of the
engagement to be non-audit services, and
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such services are promptly brought to the attention of the
Committee by the Company and approved prior to the completion of
the audit by the Committee or by one or more members of the
Committee who are members of the Board of Directors to whom
authority to grant such approvals has been delegated by the
Committee.
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Provided the pre-approval of the non-audit services is presented to
the Committee's first scheduled meeting following such approval
such authority may be delegated by the Committee to one or more
independent members of the Committee.
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FINANCIAL REPORTING PROCESSES
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in consultation with the external
auditors, review with management the integrity of the Company's
financial reporting process, both internal and external; |
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consider the external auditors'
judgments about the quality and appropriateness of the Company's
accounting principles as applied in its financial reporting; |
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consider and approve, if
appropriate, changes to the Company's auditing and accounting
principles and practices as suggested by the external auditors and
management; |
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review significant judgments made
by management in the preparation of the financial statements and
the view of the external auditors as to appropriateness of such
judgments; |
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following completion of the annual
audit, review separately with management and the external auditors
any significant difficulties encountered during the course of the
audit, including any restrictions on the scope of work or access to
required information; |
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review any significant disagreement
among management and the external auditors in connection with the
preparation of the financial statements; |
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review with the external auditors
and management the extent to which changes and improvements in
financial or accounting practices have been implemented; |
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review any complaints or concerns
about any questionable accounting, internal accounting controls or
auditing matters; |
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review certification process; |
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establish a procedure for the
receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or
auditing matters; and |
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establish a procedure for the
confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing
matters. |
OTHER
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review any related-party
transactions; |
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engage independent counsel and
other advisors as it determines necessary to carry out its duties;
and |
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to set and pay compensation for any
independent counsel and other advisors employed by the
Committee. |
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Voting
Instructions
You can vote by Internet or Telephone!
Instead of mailing your proxy, you may choose one of the three
voting options outlined below.
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VOTE BY INTERNET –
www.colonialstock.com/LEXX2022
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LEXARIA BIOSCIENCE CORP.
100 – 740 McCurdy Road
Kelowna, BC V1X 2P7
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You can view the Lexaria Bioscience Corp. Annual Report and Proxy
Statement and submit your vote online at the website listed above
up until 05:00 PM MT on 05/30/2022. You will need the
control number below in order to do so.
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Follow the instructions on the secure website to complete your
vote.
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VOTE BY PHONE – 877-285-8605
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You may vote by phone until 05:00 PM MT on
05/30/2022.
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Please have your notice and proxy card in hand when you call.
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VOTE BY MAIL
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If
you have not voted via the internet OR telephone, mark, sign and
return your proxy ballot to Colonial Stock Transfer, 66 Exchange
Place, Salt Lake City, UT 84111.
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Votes by mail must be received by 05/30/2022.
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TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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Control #: 0000 0000 0000
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THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND
DATED.
The undersigned hereby appoints Christopher Bunka or John Docherty,
and each or either of them, proxies for the undersigned, with full
power of substitution, to vote all shares of common stock, $0.001
par value per share (“Shares”) of Lexaria Bioscience Corp. (the
“Company”) which the undersigned would be entitled to vote at the
ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE “MEETING”) TO BE
HELD AT 100 – 740 MCCURDY ROAD, KELOWNA, BRITISH COLUMBIA ON MAY
31, 2022, AT 1:00 P.M., PACIFIC TIME, and directs that the Shares
represented by this Proxy shall be voted as indicated below:
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1.
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Election of Directors
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Nominees:
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For
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Withhold
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1)
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Christopher Bunka
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☐
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2)
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John Docherty
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☐
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☐
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3)
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William (Ted) McKechnie
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☐
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☐
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4)
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Nicholas Baxter
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☐
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☐
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5)
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Albert Reese Jr.
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☐
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☐
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For
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Against
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Abstain
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2.
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Ratification of the Continued Appointment of Davidson & Company
LLP as the Company’s independent auditors
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☐
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☐
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☐
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3.
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Approval of Executive Officer Compensation for the 2021 Fiscal
Year
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☐
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☐
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☐
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4.
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Ratification and Approval of Lawful Acts of the Directors
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☐
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☐
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☐
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In
their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Meeting or any
adjournment thereof.
The board of directors recommends a vote FOR all the nominees for
director in Proposal 1 and FOR Proposals 2, 3 and 4. This
Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is
given, this Proxy will be voted FOR proposals 1, 2, 3 and 4.
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Yes
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No
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Please indicate if you plan to attend this meeting*
|
☐
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☐
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Due to Covid-19 Health concerns, attendance at the meeting will be
via Event Conferencing by calling in to: 1-888-886-7786 at
the appointed meeting time.
Sign exactly as name appears hereon. For joint accounts,
all co-owners should sign. Executors, administrators,
custodians, trustees, etc. should so indicate when signing.
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Signature
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Date
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Signature (Joint Owners)
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Date
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Lexaria Bioscience (NASDAQ:LEXX)
Historical Stock Chart
From Jan 2023 to Feb 2023
Lexaria Bioscience (NASDAQ:LEXX)
Historical Stock Chart
From Feb 2022 to Feb 2023
