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DISSEMINATION IN THE UNITED
STATES./
CALGARY, Sept. 26, 2019 /CNW/ - Sylogist Ltd.
(TSXV:SYZ) ("Sylogist" or the "Company") advises that its
Board, following the review and recommendations of its independent
Compensation Committee, is undertaking changes to management and
some of its compensation arrangements, with the agreement of the
Company's executive officers.
Compensation Update
Over the past few months Sylogist's independent Compensation
Committee has undertaken a review of current equity and executive
compensation plans. The Compensation Committee has
interviewed and received input from several institutional
investment managers and larger individual investors to obtain
current market views. It is the intention of the Committee to
establish processes for future executive positions in consultation
with appropriate industry professionals.
The conclusions of the investment managers and investors
discussions revealed the majority of institutional managers are
seeking equity and executive compensation plans that are heavily
weighted towards stock performance and prefer restricted stock
units (RSUs) compensation versus the current cash bonus which is
based on actual company operating performance.
As Sylogist evolves from its entrepreneurial beginnings to that
of an established growth company, future executive compensation
plans will align more closely with current market models provided
they allow the company to attract the talent required for superior
operating performance.
Updating the current CEO and Executive VP compensation plans to
current market models would have a large one-time impact on
earnings. Rather than creating and negotiating replacement
employment contracts for these two positions the current contracts
will remain in force. To address the key concerns of
institutional managers, the CEO and Executive VP have voluntarily
committed to: 1) purchasing Sylogist stock using a percentage of
their after-tax cash bonus compensation; and 2) reducing the change
of control compensation. Details of these amendments, when
finalized, will be described in the Company's next annual
management information circular.
As a company listed on the TSX Venture Exchange, Sylogist is
required to have its stock option plan approved annually. At the
May 1, 2019 annual general meeting of
shareholders, the Sylogist stock option plan was approved. Sylogist
has had a consistent and growing dividend track record with low
stock price volatility, small daily trading volumes and a large
percentage of USA based revenue.
These characteristics make stock options the lowest cost, and a
non-cash cost, form of equity compensation. Sylogist plans to
continue with stock options as the preferred form of equity
compensation as long as stock options provide the most economic
form of equity compensation.
Management Change
Effective September 30, 2019, Mr.
Andre Drouillard, Vice President of
Corporate Development and Investors Relations, will be departing
the Company. We appreciate Andre's contributions and look forward
to observing his future successes.
About Sylogist
Sylogist is a software company that, through strategic
acquisitions, investments and operations management, provides
comprehensive, mission-critical ERP solutions, including fund
accounting, grant management and payroll to public service
organizations. Sylogist's public service customers include
local governments, non-profit organizations, non-governmental
organizations, educational institutions and government agencies, as
well as public compliance driven and funded. Our Company delivers
highly scalable, multi-language, multi-currency software solutions,
which serve the needs of an international clientele.
Full financial statements together with Management's Discussion
and Analysis are available on SEDAR at www.sedar.com.
The Company's stock is traded on the TSX Venture Exchange under
the symbol SYZ. Information about Sylogist can be found at
http://www.sylogist.com.
Forward-looking Statements
Certain statements in this news release may be
forward-looking statements within the meaning of applicable
securities laws and regulations. These statements
typically use words such as expect, believe, estimate, project,
anticipate, plan, may, should, could and would, or the negative of
these terms, variations thereof or similar terminology.
Forward-looking information in this news release includes
statements with respect to the establishment of processes for the
compensation of future executive positions, the current CEO and
Executive VP contracts remaining in force, the CEO and Executive VP
using a percentage of their after-tax cash bonus compensation to
purchase Sylogist stock and voluntarily reducing their change of
control compensation and the provision of details thereof, the
continuation of stock options as the preferred form of equity
compensation and the departure date of the Vice President of
Corporate Development and Investor Relations. By their
very nature, forward-looking statements are based on assumptions
and involve inherent risks and uncertainties, both general and
specific in nature. It is therefore possible that the beliefs
and plans and other forward-looking expectations expressed herein
will not be achieved or will prove inaccurate. Although
Sylogist believes that the expectations reflected in these
forward-looking statements are reasonable, it provides no assurance
that these expectations will prove to have been correct.
Forward-looking information involves risks, uncertainties and other
factors that could cause actual events, results, performance,
prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information.
Additional information regarding some of these risks, uncertainties
and other factors may be found under in the management's discussion
and analysis for the period ended June 30,
2019, and other documents available on the Company's profile
at www.sedar.com. Although Sylogist believes that the material
assumptions and factors used in preparing the forward-looking
information in this news release are reasonable, undue reliance
should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that
such events will occur. Sylogist disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
other than as required by law.
- Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release-
SOURCE Sylogist Ltd.