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
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Filed by a Party other than the Registrant
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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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[X]
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section
240.14a-12
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DESTINY MEDIA TECHNOLOGIES INC.
(Name of Registrant as Specified in its Charter)
___________________________________________________
(Name of
Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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X
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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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transaction applies:
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transaction applies:
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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
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of
transaction:
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Total fee paid:
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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TABLE OF CONTENTS
i
DESTINY MEDIA TECHNOLOGIES INC.
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NOTICE OF 2019 ANNUAL GENERAL MEETING OF
STOCKHOLDERS
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TO BE HELD ON
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FEBRUARY 28,
2019
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To the Companys Stockholders:
Notice is hereby given that the 2019 Annual General Meeting
(the Meeting) of the stockholders of Destiny Media Technologies Inc., a Nevada
corporation (the Company), will be held at the offices of Miller Thomson at 725 Granville
Street, Suite 400, Vancouver, BC V7Y 1G5 Canada, on Thursday, February 28, 2019,
commencing at 10:00 a.m. (Pacific Standard Time), for the following purposes:
1.
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To elect four members of the Companys Board of
Directors, each to hold office until the next annual meeting of
stockholders or until their respective successors have been elected or
qualified.
The Board of Directors recommends that stockholders vote
FOR each of the nominees.
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2.
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To ratify the appointment of BDO Canada LLP as the
Companys independent registered public accounting firm for the fiscal
year ending August 31, 2019.
The Board of Directors recommends that the
stockholders vote FOR this proposal.
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The Board of Directors has fixed the close of business on
January 16, 2019 at 5:00 p.m. (Pacific Standard Time) as the record date for the
Meeting. Only stockholders of record at such time, are entitled to notice of,
and to vote at, the Meeting. A list of the stockholders of record entitled to
vote will be available at the Meeting and for 10 days prior to the Meeting, for
any purpose germane to the Meeting, between the hours of 9:00 a.m. and 5:00 p.m.
(Vancouver Time) at the Companys principal office located at 1110 - 885 W
Georgia Street, Vancouver, British Columbia V6C 3E8.
Stockholders unable to attend the meeting in person are
requested to read the enclosed proxy statement and proxy and then complete and
deposit the proxy in accordance with its instructions. Unregistered stockholders
must deliver their completed proxies in accordance with the instructions given
by their financial institution or other intermediary that forwarded the proxy to
them.
BY ORDER OF THE BOARD OF DIRECTORS OF
DESTINY MEDIA
TECHNOLOGIES INC.
/s/Frederick Vandenberg
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Frederick Vandenberg
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Chief Executive Officer and President
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Vancouver, British Columbia
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January 24, 2019
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IMPORTANT
Your vote is important. Whether or not you expect to attend
in person, the Company urges you to sign, date, and return the enclosed proxy at
your earliest convenience. This will help to ensure the presence of a quorum at
the Meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE DESTINY
MEDIA TECHNOLOGIES INC. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION.
Sending in your proxy will not prevent you from voting your stock at the Meeting
if you desire to do so, as your proxy is revocable at your option.
ii
DESTINY MEDIA TECHNOLOGIES INC.
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1110 - 885 W Georgia St
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Vancouver, BC
V6C 3E8
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PROXY STATEMENT
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FOR THE 2019 ANNUAL GENERAL MEETING OF THE
STOCKHOLDERS
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TO BE HELD ON FEBRUARY 28, 2019
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This proxy statement (this Proxy Statement) is furnished in
connection with the solicitation of proxies by the Board of Directors of Destiny
Media Technologies Inc. (we, us, our and the Company) for use at the
2019 Annual General Meeting of the stockholders of the Company (the Meeting)
to be held on
Thursday, February 28, 2019 at 10:00 a.m. (Pacific Standard
Time) at the offices of Miller Thomson at 725 Granville Street, Suite 400, Vancouver, BC V7Y 1G5
Canada
, and at any adjournment or postponement thereof, for the purposes set
forth in the preceding Notice of Annual General Meeting.
This Proxy Statement, the Notice of Annual General Meeting and
the enclosed Form of Proxy are expected to be mailed to the Companys
stockholders on or about January 24, 2019.
The Company does not expect that any matters other than those
referred to in this Proxy Statement and the Notice of Annual General Meeting
will be brought before the Meeting. However, if other matters are properly
presented before the Meeting, the persons named as proxy appointees will vote
upon such matters in accordance with their best judgment. The grant of a proxy
also will confer discretionary authority on the persons named as proxy
appointees to vote in accordance with their best judgment on matters incidental
to the conduct of the Meeting.
Important Notice Regarding the Availability of Proxy
Materials for the Meeting to be held on February 28, 2019. This Proxy Statement
to the stockholders is available at the Companys principal office located at
1110 - 885 W Georgia Street, Vancouver, British Columbia V6C 3E8.
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE
MEETING
Why am I receiving this Proxy Statement and proxy
card?
You are receiving this Proxy Statement and proxy card because
you are a stockholder of record as at the close of business on January 16, 2019
(the Record Date), and you are entitled to vote at this Meeting. This Proxy
Statement describes issues on which the Company would like you, as a
stockholder, to vote. It provides information on these issues so that you can
make an informed decision. You do not need to attend the Meeting to vote your
shares.
When you sign the proxy card, you appoint Frederick Vandenberg,
Chief Executive Officer, President and Corporate Secretary of the Company, and
Sandra Boenisch, Chief Financial Officer, and Treasurer, as your representatives
at the Meeting. As your representatives, they will vote your shares at the
Meeting (or any adjournments or postponements) as you have instructed them on
your proxy card. With proxy voting, your shares will be voted whether or not you
attend the Meeting. Even if you plan to attend the Meeting, it is a good idea to
complete, sign and return your proxy card in advance of the Meeting, just in
case your plans change.
If an issue comes up for vote at the Meeting (or any
adjournments or postponements) that is not described in this Proxy Statement,
your representatives will vote your shares, under your proxy, at their
discretion, subject to any limitations imposed by law.
Who is soliciting my vote?
The Board of Directors of the Company is soliciting your proxy
to vote at the Meeting.
1
Who pays for this proxy solicitation?
The Company will bear the entire cost of solicitation of
proxies, including preparation, assembly and mailing of this proxy statement,
the proxy card and any additional information furnished to stockholders. Copies
of solicitation materials will be furnished to banks, brokerage houses,
depositories, fiduciaries and custodians holding shares in their names that are
beneficially owned by others to forward to these beneficial owners. The Company
may reimburse persons representing beneficial owners for their costs of
forwarding the solicitation material to the beneficial owners of the shares at
the Company's discretion. Original solicitation of proxies by mail may be
supplemented by telephone, facsimile, electronic mail or personal solicitation
by the Companys directors, officers or other regular employees. No additional
compensation will be paid to directors, officers or other regular employees for
such services.
Who is entitled to attend and vote at the Meeting?
Only stockholders of the Company of record at the close of
business on January 16, 2019
(the Record Date), will be entitled to
vote at the Meeting. Stockholders entitled to vote may do so by voting those
shares at the Meeting or by proxy.
What matters am I voting on?
You are being asked to vote on the following matters:
1.
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Proposal 1
- To elect four members of the
Companys Board of Directors to hold office until the next annual meeting
of stockholders or until their respective successors have been elected or
qualified.
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2.
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Proposal 2
- To ratify the appointment of BDO
Canada LLP as the Companys independent registered public accounting firm
for the fiscal year ending August 31, 2019.
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The Company will also consider any other business that properly
comes before the Meeting.
How do I vote?
You have several voting options. You may vote:
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by signing your proxy card and mailing it to the address on the proxy
card;
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by signing and faxing your proxy card to the fax number provided on the
proxy card;
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by signing and emailing a scanned copy of your proxy card to the email
address provided on the proxy card; and
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by attending the Meeting and voting in person.
If your shares are held in an account with a brokerage firm,
bank, dealer, or other similar organization, then you are the beneficial owner
of shares held in a street name and these proxy materials are being forwarded
to you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Meeting. As a beneficial
owner, you have the right to direct your broker, bank or other nominee on how to
vote the shares in your account. You are also invited to attend the Meeting.
However, since you are not the stockholder of record, you may not vote your
shares in person at the Meeting unless you request and obtain a valid proxy card
from your broker, bank, or other nominee.
What if I share an address with another person and we
received only one copy of the proxy materials?
The Company will only deliver one Proxy Statement to multiple
stockholders sharing an address unless it has received contrary instructions
from one or more of the stockholders. The Company will promptly deliver a separate copy of this Proxy Statement to a stockholder at a
shared address to which a single copy of the document was delivered upon oral or
written request to:
2
Destiny Media Technologies Inc. Attention: Frederick
Vandenberg, Corporate Secretary 1110 - 885 W Georgia St, Vancouver, BC V6C
3E8
Stockholders may also address future requests for separate
delivery of Proxy Statements and/or annual reports by contacting us at the
address listed above.
What if I change my mind after I return my
proxy?
You may revoke your proxy and change your vote at any time
before the polls close at the Meeting. You may do this by:
(a)
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executing and delivering a written notice of revocation
of proxy to the office of the Company at any time before the taking of the
vote at the Meeting;
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(b)
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executing and delivering a later-dated proxy relating to
the same shares to the office of the Company at any time before taking of
the vote at the Meeting; or
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(c)
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attending the Meeting in person and:
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(i)
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giving affirmative notice at the Meeting of your intent
to revoke their proxy; and
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(ii)
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voting in person.
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Any written revocation of proxy or subsequent later-dated proxy
should be delivered to the office of the Company as follows: Destiny Media
Technologies Inc., Attention: Frederick Vandenberg, Corporate Secretary, 1110 -
885 W Georgia St, Vancouver, BC V6C 3E8. Attendance at the Meeting will not, by
itself, revoke a stockholders proxy without the giving of notice of intent to
revoke that proxy.
What constitutes a quorum?
The presence in person or by proxy of holders of at least one
percent (1%) of the Companys outstanding common shares constitutes a quorum for
the transaction of business at the meeting.
Stockholders who abstain from voting on any or all proposals,
but who are present at the Meeting or represented at the Meeting by a properly
executed proxy will have their shares counted as present for the purpose of
determining the presence of a quorum. Proxies reflecting broker non-votes will also be counted as
present at the Meeting for the purpose of determining the presence of a
quorum.
In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present but it becomes necessary or appropriate to
adjourn the meeting for other reasons, the persons named as proxies on the
enclosed proxy card may propose one or more adjournments of the Meeting. The
persons named as proxies will vote upon such adjournment after consideration of
all circumstances that may bear upon a decision to adjourn the Meeting. Any
adjournment will require the affirmative vote of a majority of shares
represented at the Meeting in person or by proxy.
Any business that might have been transacted at the Meeting
originally called may be transacted at any such adjourned session(s) at which a
quorum is present. Under the Companys bylaws, if we adjourn the Meeting, notice
need not be given if the time and place of the adjourned meeting is announced at
the Meeting unless the meeting is adjourned for more than 30 days or a new
record date is fixed for the adjourned meeting. The Company will pay the costs
of preparing and distributing additional proxy materials to stockholders, if
required in connection with any adjournment.
3
What are Broker non-votes?
A broker non-vote occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares. Shares constituting broker non-votes are not counted or deemed to be present in person or by proxy for the purpose of voting on a non-routine matter at the Meeting and, therefore, are not counted for the purpose of determining whether stockholders have approved the election of directors in proposal 1, because such proposals is considered a non-routine matter. If you do not provide voting instructions to your broker, your broker will have discretion to vote your shares only on proposal 2, because the Company expects that matter to be considered a routine matter.
How are abstentions and broker non-votes treated?
Stockholders may vote for or against the proposals or they may
abstain from voting. Abstentions and broker non-votes will be counted for
purposes of determining the presence of a quorum at the Meeting, but will not be
counted as either in favor or against the proposals.
What vote is required to approve each item and what are
the effects of broker non-votes, abstentions and withhold votes?
As of the Record Date, there were 55,013,874 shares of our
common stock outstanding and entitled to vote.
Directors are elected by a plurality of the votes of the shares
present and entitled to vote at the Meeting. Withhold and broker non-votes
will have no effect on the outcome of the votes on this proposal.
Proposal 2 requires the majority of the votes cast, excluding
abstentions, at the Meeting in order to be approved. Abstentions will have no
effect on proposal 2. Broker non-votes are not applicable with respect to
proposal 2.
Will my shares be voted if I do not sign and return my
proxy card?
If your shares are held through a brokerage account, your
brokerage firm, under certain circumstances, may vote your shares.
If your shares are registered in your name, and you do not sign
and return your proxy card, your shares will not be voted at the Meeting.
Will I be entitled to appraisal rights under Nevada law?
Under Nevada law, the Companys stockholders are not entitled
to appraisal rights in connection with any of the proposals to be acted upon at
the Meeting.
When is the deadline for stockholder proposals and
nominations for the 2020 Annual Meeting?
As an SEC filer, the Company is currently subject to Rule 14a-8
of the Exchange Act, as amended (the Exchange Act). Under Rule 14a-8 of the
Exchange Act, certain stockholder proposals may be eligible for inclusion in the
Companys proxy statement and form of proxy for its 2020 annual meeting of
stockholders. In order to be eligible for inclusion, such proposals must be
received at the Companys principal executive offices not less than 120 calendar
days before the date the company's proxy statement is released to stockholders
in connection with the previous year's annual meeting; provided, however, that
in the event the Company holds its 2020 annual meeting more than 30 days before
or after the one year anniversary date of this 2019 Meeting, then the deadline
shall be a reasonable time before the Company begins to print and send its proxy
materials. Thus, in order to be eligible for inclusion in the Companys proxy
statements and form of proxy for the Companys 2020 annual meeting, stockholder
proposals must be received by September 27, 2019, unless the date of the 2020
annual meeting is changed by more than 30 days from the date of this Meeting, in
which case the deadline for submission of stockholder proposals shall be a
reasonable time before the Company begins to print and send its proxy materials.
If the Companys 2020 annual meeting is changed by more than 30 days from the one-year anniversary of this Meeting, the Company will
disclose the new deadline for stockholder proposals under Item 5 of the
Companys earliest possible Quarterly Report on Form 10-Q or, if impracticable,
by any means reasonably calculated to inform stockholders. In addition to the
requirements set forth herein, stockholder proposals must otherwise comply with
the requirements of Rule 14a-8 of the Exchange Act.
4
The Companys bylaws also provides separate notice procedures
for nomination of directors by stockholders. Under the Companys bylaws, the
nomination of directors by stockholders must be made pursuant to timely notice
in writing to the secretary of the Company in accordance with the time
provisions set forth in the preceding paragraph. For greater clarity,
stockholder nomination of directors for the 2020 annual meeting must be received
by September 27, 2019, unless the date of the 2020 annual meeting is changed by
more than 30 days from the date of this Meeting, in which case the new deadline
shall be a reasonable before the Company begins to print and send its proxy
materials. Additionally, the stockholder notice nominating a director must
comply with the content requirements set forth in the Companys bylaws. See the
discussion under the heading Stockholder Nomination of Directors in this Proxy
Statement for more detail.
Any stockholder who wishes to submit a proposal is encouraged
to seek independent counsel about SEC requirements and to consult the Companys
bylaws. The Company will not consider any proposals that do not meet the SEC
requirements for submitting a proposal or comply with the Companys bylaws where
applicable. Notices of intention to present proposals for the Companys next
annual meeting should be delivered to Destiny Media Technologies Inc., 1110 -
885 W Georgia St, Vancouver, BC V6C 3E8, Attention: Frederick Vandenberg,
Corporate Secretary.
Pursuant to Rule 14a-4(c)(1) under the Exchange Act, the
proxies designated by the Company for the Meeting will have discretionary
authority to vote with respect to any matter presented at the Meeting if the
Company has not received notice of the matter by the dates specified in that
rule.
5
PROPOSAL NUMBER ONE ELECTION OF DIRECTORS
The Companys Board of Directors currently consists of three
directors: Frederick Vandenberg, Hyonmyong Hoch Cho, and S. Jay Graber. Under
the Companys organizational documents, the number of directors of the Company
shall be such number as is fixed from time to time by resolution by the Board.
The Board has fixed the number of directors of the Company at four.
At the Meeting, stockholders will elect four directors to serve
until the next annual meeting of stockholders or until their respective
successors shall have been duly elected and qualified, or until their death,
resignation or removal. Unless marked otherwise, proxies received will be voted
FOR the election of the four nominees named below.
Directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the nominees for director named below. Withhold votes will be
counted as present for purposes of determining the presence of a quorum. If a
quorum is present, the nominees for director receiving the highest number of
votes will be elected as directors. Withhold votes, abstentions and broker
non-votes will have no effect on the vote. In the event that any nominee should
be unavailable for election as a result of an unexpected occurrence, such shares
will be voted for the election of such substitute nominee as the Board of
Directors may propose.
Nominees
The Board of Directors has nominated four persons to serve as
directors of the Company, each of whom has consented to act as such. The names
of the four persons nominated by the Board and certain information about them
are set forth below:
Name of Nominee
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Age
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Company Position
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Director Since
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Frederick Vandenberg
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50
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Chief Executive Officer,
President,
Corporate Secretary, Director
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February 28, 2018
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Hyonmyong Hoch Cho
(Independent)
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47
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Director
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February 28, 2017
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S. Jay Graber
(Independent)
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58
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Director
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February 28, 2017
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David Summers
(Independent)
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48
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Director
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N/A
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There is no family relationship between the Companys directors
and there are no legal proceedings to which any of the directors is a party
adverse to us or any of our subsidiaries or in which any of the Companys
directors has a material interest adverse to us or any of the Companys
subsidiaries.
Biographies of the Nominated Directors of the
Company
Frederick Vandenberg, B. Comm. MBA, CPA, CA.
Mr.
Vandenberg has been our Chief Executive Officer since June 2017. Mr. Vandenberg
previously served as our Chief Financial Officer, from July 2007 to December
2017, leading the finance, operations and business development groups of the
Company. Mr. Vandenberg's core responsibilities include strategic planning and
coordinating strategic planning, marketing and product development. Mr.
Vandenberg obtained a Bachelor of Commerce from McMaster University in 1991 and
a Master of Business Administration (Finance) from McMaster University in 1993.
In 1996, Mr. Vandenberg was designated as a Chartered Professional Accountant in
Ontario.
Hyonmyong Cho.
Mr. Cho currently serves as a director
and chairman of the Board of Directors of the Company. Mr. Cho is currently a
managing member of Greenlaw International Management Company LLC, which manages
Greenlaw International LP, a fund which invests in microcap stocks. From 2002 to
2008, Mr. Cho was a Managing Director of Forum Partners which managed several
real estate private equity funds in Europe and Asia. At Forum Partners, Mr. Cho
managed a worldwide team tasked with private equity deal structuring, analysis and negotiation. Prior to Forum Partners,
Mr. Cho was a senior associate at Nassau Capital, whose only limited partner was
Princeton University, and he was responsible for the due diligence, negotiation,
documentation and monitoring of private equity transactions. Prior to that, Mr.
Cho was a partner in Novalis Ventures, a venture capital fund focused on early
stage investments in the real estate industry. Before that, Mr. Cho was a Vice
President at Cahill, Warnock & Company, a private equity firm focused on
making direct investments in micro-cap public companies. Mr. Cho began his
career as a financial analyst for Alex Brown & Sons, Inc. in the mergers and
acquisitions, real estate and health care groups. Mr. Cho was a Morehead Scholar
at the University of North Carolina, graduating with a B.A. in English
Literature.
6
S. Jay Graber.
Mr. Graber currently serves as a director
of the Company. Mr. Graber recently retired as VP of Business Development from
Apex Software LLC., a privately-owned developer of building drawing and area
calculation software for jurisdictional mass appraisal at the municipal, county,
province and statewide level as well as for the real estate mortgage appraisal
industry. Mr. Graber continues to serve on various committees for the
International Association of Assessing Officers (IAAO) as he remains a business
partner in Apex. Prior to 20 years in the software/technology arena, Mr. Graber
worked in direct sales / sales management for various manufacturing entities
including automotive and decorative lighting, plastic extrusion, art glass and
architectural flooring. Mr. Graber earned a BS degree in both Business
Management and in Psychology from Eastern Mennonite College (now EMU).
Dr. David Summers Ph.D. BSc. MBA
, Since 2016, Dr. Summers is
currently a business development and technology commercialization consultant.
From 2008 through 2016, Dr. Summers was a director for Chemetics Inc., a global
leader in technology-based engineering design for the pulp & paper, and
mining & minerals industries. Dr. Summers was responsible for technology
development, the electrolyzer business group, and global technical customer
service. From 2007 to 2008 Dr. Summers was Vice President, Business Operations
for Carbon Credit Corp, a private technology and consulting company. In this
role, Dr. Summers helped position the company for acquisition by Ledcor Group.
From 1998 to 2007 Dr. Summers worked at Ballard Power Systems, where he spent
ten years in progressively senior leadership positions in Research and
Development, Product Development and Business Development. He is the author of
12 publications and 5 patents. Dr. Summers holds a Bachelor of Science degree
(honours chemistry) from Queens University, a Ph.D. in Chemistry from the
University of British Columbia, and a dual Masters of Business Administration
degree from Queens University and Cornell Universitys Johnson School.
Required Vote
Directors are elected by a plurality of the votes present in
person or represented by proxy and entitled to vote.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE. PROXIES RECEIVED BY THE COMPANY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE UNLESS THE
STOCKHOLDER SPECIFIES OTHERWISE IN THE PROXY.
7
PROPOSAL NUMBER TWO RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm of BDO Canada
LLP, Charted Accountants, (BDO) audited the Companys financial statements for
the year ended August 31, 2018 and has been recommended by the Board of
Directors pursuant to the recommendation of the Companys Audit Committee to
serve as the Companys independent registered public accounting firm for fiscal
year ended August 31, 2019. At the direction of the Board of Directors, this
appointment is being presented to the stockholders for ratification or rejection
at the Meeting. If the stockholders do not ratify the appointment of BDO, the
Audit Committee may reconsider, but will not necessarily change, its selection
of BDO to serve as the Companys independent registered public accounting
firm.
A representative of BDO is not expected to be present at the
Meeting.
Principal Accountant Fees
The aggregate fees billed for the fiscal years ended August 31,
2018 and 2017 for professional services rendered by the principal accountant for
the audit of the Companys annual financial statements and review of the
financial statements included its 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:
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2018
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2017
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Audit Fees
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$89,248
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$79,790
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Audit Related Fees
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-
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-
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Tax Fees
(1)
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7,477
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11,058
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All Other Fees
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-
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-
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Total
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$96,725
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$90,848
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(1) Tax fees include fees for the preparation of tax returns
and, for 2017, fees for consulting on corporate restructuring.
Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors
The policy of the Companys Audit Committee is to pre-approve
all audit and permissible non-audit services to be performed by the Companys
independent auditors during the fiscal year. Before engaging an independent
registered public accountant to render audit or non-audit services, the
engagement is approved by the Companys audit committee or the engagement to
render services is entered into pursuant to pre-approval policies and procedures
established by the audit committee.
Required Vote
The affirmative approval of a majority of the votes cast at the
Meeting, excluding abstentions, is required to approve this proposal.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF BDO CANADA LLP, AS THE COMPANYS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING AUGUST
31, 2019.
8
CORPORATE GOVERNANCE
Director Independence
The Company is listed on the TSX Venture Exchange, which
requires the Company to have a minimum of two independent directors. Under the
TSX Venture Exchange policy and Canadian National Instrument 52-110
Audit
Committees
(NI 52-110), which the Company is subject to, an independent
director is a director who has no direct or indirect material relationship with
the Company. A material relationship is a relationship which could, in the view
of the Board of Directors, reasonably interfere with the exercise of a
directors independent judgment. Hyonmyong Cho and S. Jay Graber are independent
pursuant to the independence requirements of the TSX Venture Exchange policy and
Canadian NI 52-110. Hyonmyong Cho and S. Jay Graber are also independent for
purposes of Item 407(a) of Regulation S-K. The independent standards used in
making such determination is that of the NYSE American LLC (NYSE American).
Director Frederick Vandenberg is not independent because of his position as the
Companys President, Chief Executive Officer, and Corporate Secretary. Director
nominee David Summers is independent pursuant to the independence requirements
of the TSX Venture Exchange policy and Canadian NI 52-110 and for purposes of
Item 407(a) of Regulation S-K.
Meetings and Committees of the Board of Directors
During the fiscal year ended August 31, 2018, the Companys
Board of Directors held five meetings of the entire board. No director attended less than 75% of the aggregate of the board and committee meetings. All directors are
expected to attend meetings and their attendance is recorded in the minutes.
The Company has an Audit committee, a Compensation Committee,
and a Nomination Committee, each of which is discussed in greater detail below.
During the fiscal year ended August 31, 2018, the Audit Committee held four
meetings, the Compensation Committee held two meetings, and the Nominating
Committee did not hold any meetings. All three members of the Board of Directors
attended the Companys 2018 annual meeting of stockholders.
Audit Committee
Composition
The Companys Audit Committee consists of Hyonmyong Cho and S.
Jay Graber. There is one vacancy on the audit committee which management
expects to fill following the meeting.
Both Audit Committee members are
independent as per the independence standards of Canadian National Instrument
52-110
Audit Committees
. Both are also independent under the
independence standards of the NYSE American applicable to audit committee
members. Management has determined that the Audit Committee members are
collectively capable of analyzing and evaluating the financial statements and
understanding internal controls and procedures for financial reporting.
The Board has determined that Hyonmyong Cho qualifies as an
audit committee financial expert as defined in Item 407(d)(5)(ii) of
Regulation S-K.
The Audit Committee has a charter, a current copy of which is
available on the Companys corporate website at
https://www.dsny.com/audit-committee-charter
.
The Audit Committee reviewed and discussed with management and the Company's independent auditors the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended August 31, 2018. In addition, the Audit Committee has discussed with the Company's independent auditors the matters required to be discussed by Auditing Standard No. 1301, as amended, as adopted by the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from the Company's independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with the Company's independent auditors that audit firm's independence from the Company and its management.
9
Based on their review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the year ended August 31, 2018, for filing with the SEC, which Annual Report is available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.
Audit Committee Oversight
At no time since the commencement of the Companys most recent
completed financial year has a recommendation of the Audit Committee to nominate
or compensate an external auditor not been adopted by the Board of Directors.
Reliance on Certain Exemptions
At no time since the commencement of the Companys most
recently completed financial year has the Company relied on the exemption in
Section 2.4 of NI 52-110
(De Minimis Non-audit Services)
, or an exemption
from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and
procedures for the engagement of non-audit services as described above under the
heading
Proposal Number Two Ratification of Selection of Independent
Registered Public Accounting Firm Policy on Pre-Approval by Audit Committee of
Services Performed by Independent Auditors
.
Exemption
The Audit Committee has relied on an exemption under Part 6.1
of NI 52-110.
Compensation Committee
The Companys Compensation Committee consists of Hyonmyong Cho
and S. Jay Graber. There is one vacancy on the compensation committee which
management expects to fill following the meeting. Hyonmyong Cho and S. Jay
Graber are independent under the independence standards of the NYSE American
applicable to compensation committee members.
The Compensation Committees basic responsibility is to review
the performance and development of the Companys management in achieving
corporate goals and objectives and to assure that the Companys executive
officers are compensated effectively in a manner consistent with the strategy of
the Company, competitive practice, sound corporate governance principles and
stockholder interests. The committee reviews and approves all compensation to
directors and executive officers. In carrying out its mandate with respect to
compensation, the Compensation Committee takes into account the types of
compensation and the amounts paid to officers of comparable publicly traded
companies. The compensation committee may not delegate any of its authority. The
Company does not engage compensation consultants. Executive officers may suggest
to committee what amount of compensation they think it suitable or fair with
respect to each candidate.
Neither the committee nor management has engaged consultants
for determining or recommending the amount or form of executive or director
compensation.
The compensation committee has a charter, a current copy of
which is available on the Companys corporate website at
https://www.dsny.com/exec-compensation-charter
.
Director Nomination
Corporate Governance and Nominating Committee
The Companys corporate governance and nominating committee
(the Nominating Committee) consists of Hyonmyong Cho and S. Jay Graber. There
is one vacancy on the Nominating Committee which management expects to fill
following the meeting. Hyonmyong Cho and S. Jay Graber are independent under the
independence standards of the NYSE American applicable to nomination committee
members
The Nominating Committee will continually assess its size,
structure and composition, taking into consideration its current strengths,
skills and experience, proposed retirements and the requirements and strategic
direction of the Company. As required, Nominating Committee members will
recommend suitable candidates for consideration as members of the Board of
Directors.
Nominees for director will be selected on the basis of their
integrity, experience, achievements, judgment, intelligence, personal character,
and capacity to make independent analytical inquiries, ability and willingness to devote adequate time to Board duties, and likelihood that he
or she will be able to serve on the Board for a sustained period. Due
consideration will be given to the Board's overall balance of diversity of
perspectives, backgrounds and experiences. The Nominating Committee will also
consider factors such as global experience, experience as a director of a public
company and knowledge of relevant industries.
10
At a minimum, each nominee will be expected to:
|
(a)
|
understand the Company's business and the industry in
general;
|
|
(b)
|
regularly attend meetings of the Board and of any
committees on which the director serves;
|
|
(c)
|
review in a timely fashion and understand materials
circulated to the Board regarding the Company or the industry;
|
|
(d)
|
participate in meeting and decision making processes in
an objective and constructive manner; and
|
|
(e)
|
be reasonably available, upon request, to advise the
Company's officers.
|
Nominees for director are selected on the basis of their
integrity, experience, achievements, judgment, intelligence, personal character,
and capacity to make independent analytical inquiries, ability and willingness
to devote adequate time to Board duties, and likelihood that he or she will be
able to serve on the Board for a sustained period. Due consideration will be
given to the Board's overall balance of diversity of perspectives, backgrounds
and experiences. The Nominating Committee will also consider factors such as
global experience, experience as a director of a public company and knowledge of
relevant industries. The Nominating Committee periodically reviews its nominations policy to evaluate their effectiveness.
The Nominating Committee has a charter, a current copy of which
is available on the Companys corporate website at
https://www.dsny.com/corporate-governance-charter
. The Nominating
Committees charter contains more information about the Nominating Committees
process for identifying and evaluating nominees for director (including nominees
recommended by stockholders), specific minimum qualifications the Nominating
Committee believes must be met, certain qualities or skills the Nominating
Committee believes are necessary for the Companys directors to possess, and the
Companys overall policies concerning director nominations.
Stockholder Nomination of Directors
The committee will accept for consideration submissions from
stockholders of recommendations for the nomination of directors. Acceptance of a
recommendation for consideration does not imply that the committee will nominate
the recommended candidate.
All stockholder nominating recommendations must be in writing,
addressed to the committee care of the Company's Corporate Secretary at the
Company's principal headquarters, 1110 - 885 W Georgia St, Vancouver, BC V6C
3E8. Submissions must be made by mail, courier or personal delivery. Submissions
by e-mail will not be considered.
A nominating recommendation must be accompanied by the
following information concerning each recommending stockholder:
|
a.
|
The name and address, including telephone number, of the
recommending stockholder;
|
|
|
|
|
b.
|
The number of the Company's shares owned by the
recommending stockholder and the time period for which such shares have
been held;
|
|
|
|
|
c.
|
If the recommending stockholder is not a stockholder of
record, a statement from the record holder of the shares (usually a broker
or bank) verifying the holdings of the stockholder and a statement from
the recommending stockholder of the length of time that the shares have
been held. (Alternatively, the stockholder may furnish a current Schedule
13D, Schedule 13G, Form 3, Form 4 or Form 5 filed with the Securities and
Exchange Commission reflecting the holdings of the stockholder, together
with a statement of the length of time that the shares have been held);
and
|
11
|
d.
|
A statement from the stockholder as to whether the
stockholder has a good faith intention to continue to hold the reported
shares through the date of the Company's next annual meeting of
stockholders.
|
If a recommendation is submitted by a group of two or more
stockholders, the information regarding recommending stockholders must be
submitted with respect to each stockholder in the group.
A nominating recommendation must be accompanied by the
following information concerning the proposed nominee:
|
a.
|
the information required by Item 401 of SEC Regulation
S-K (providing for disclosure of the name, address, any arrangements or
understanding regarding nomination and five year business experience of
the proposed nominee, as well as information regarding certain types of
legal proceedings within the past five years involving the
nominee);
|
|
|
|
|
b.
|
the information required by Item 403 of SEC Regulation
S-K (providing for disclosure regarding the proposed nominee's ownership
of securities of the Company); and
|
|
|
|
|
c.
|
the information required by Item 404 of SEC Regulation
S-K (providing for disclosure of transactions between the Company and the
proposed nominee valued in excess of $120,000 and certain other types of
business relationships with the Company).
|
|
|
|
|
d.
|
a description of all relationships between the proposed
nominee and the recommending stockholder and any agreements or
understandings between the recommending stockholder and the nominee
regarding the nomination.
|
|
|
|
|
e.
|
a description of all relationships between the proposed
nominee and any of the Company's competitors, customers, suppliers, labor
unions or other persons with special interests regarding the
Company.
|
The recommending stockholder must furnish a statement
supporting its view that the proposed nominee possesses the minimum
qualifications prescribed by the committee for nominees, and briefly describing
the contributions that the nominee would be expected to make to the board and to
the governance of the Company.
The recommending stockholder must state whether, in the
stockholder's view, the nominee, if elected, would represent all stockholders
and not serve for the purpose of advancing or favoring any particular
stockholder or other constituency of the Company.
The nominating recommendation must be accompanied by the
consent of the proposed nominee to be interviewed by the committee, if the
committee chooses to do so in its discretion (and the recommending stockholder
must furnish the proposed nominee's contact information for this purpose), and,
if nominated and elected, to serve as a director of the Company.
A stockholder (or group of stockholders) wishing to submit a
nominating recommendation for an annual meeting of stockholders must ensure that
it is received by the Secretary of the Company, as provided above, not less than
120 calendar days before the date of the company's proxy statement released to
stockholders in connection with the previous year's annual meeting; provided,
however, that in the event the Company holds its 2020 annual meeting more than
30 days before or after the one year anniversary date of this Meeting, then the
deadline shall be a reasonable time before the Company begins to print and send
its proxy materials. Thus, in order to be eligible for inclusion in the
Companys proxy statements and form of proxy for the Companys 2020 annual
meeting, stockholder proposals must be received by September 27, 2019, unless
the date of the 2020 annual meeting is changed by more than 30 days from the
date of this Meeting, in which case the deadline for submission of stockholder
proposals shall be a reasonable time before the Company begins to print and send
its proxy materials.
12
Board Leadership Structure and Role in Risk
Oversight
Hyonmyong Cho, an independent director, currently serves as the
Chairman of the Board and Frederick Vandenberg serves as our President and Chief
Executive Officer. The Board of Directors is responsible for the risk oversight
of the Company which has little to no effect on the Board of Directors
leadership structure.
Orientation and Continuing Education
The Board of Directors provides an overview of the Companys
business activities, systems and business plan to all new directors. New
director candidates have free access to any of the Companys records, employees
or senior management in order to conduct their own due diligence and will be
briefed on the strategic plans, short, medium and long term corporate
objectives, business risks and mitigation strategies, corporate governance
guidelines and existing policies of the Company. The directors are encouraged to
update their skills and knowledge by taking courses and attending professional
seminars.
Ethical Business Conduct
The Board of Directors believes good corporate governance is an
integral component to the success of the Company and to meet responsibilities to
stockholders. Generally, the Board of Directors has found that the fiduciary
duties placed on individual directors by the Companys governing corporate
legislation and the common law and the restrictions placed by applicable
corporate legislation on an individual directors participation in decisions of
the Board of Directors in which the director has an interest have been
sufficient to ensure that the Board of Directors operates independently of
management and in the best interests of the Company.
The Board of Directors is also responsible for applying
governance principles and practices, and tracking development in corporate
governance, and adapting best practices to suit the needs of the Company.
Certain of the directors of the Company may also be directors and officers of
other companies, and conflicts of interest may arise between their duties. Such
conflicts must be disclosed in accordance with, and are subject to such other
procedures and remedies as applicable under Nevada law.
Assessments
The Board of Directors has not implemented a process for
assessing its effectiveness. As a result of the Companys small size and the
Companys stage of development, the Board of Directors considers a formal
assessment process to be inappropriate at this time. The Board of Directors
plans to continue evaluating its own effectiveness on an ad hoc basis.
The Board of Directors does not formally assess the performance
or contribution of individual Board members or committee members.
Stockholder Communication with the Board of
Directors
The Board of Directors provides a process for stockholders to
send communications to the Board of Directors. Stockholders desiring to
communicate with the Board of Directors on matters other than director
nominations should submit their communication in writing to Frederick
Vandenberg, Corporate Secretary, Destiny Media Technologies Inc., 1110 - 885 W
Georgia St, Vancouver, BC V6C 3E8 and identify themselves as a stockholder. The
Corporate Secretary will forward all such communication to the Chairperson of
the Board for a determination as to how to proceed.
13
EXECUTIVE OFFICERS
Name
|
Age
|
Company Position
|
|
|
|
Frederick Vandenberg
|
50
|
Chief Executive Officer,
President and
Corporate Secretary
|
Sandra Boenisch
|
37
|
Chief Financial Officer and Treasurer
|
Frederick Vandenberg. B.Comm, MBA, CPA, CA
Mr.
Vandenberg has been our Chief Executive Officer since June 2017. Mr. Vandenberg
previously served as our Chief Financial Officer, from July 2007 to December
2017, leading the finance, operations and business development groups of the
Company. Mr. Vandenberg's core responsibilities include strategic planning and
coordinating strategic planning, marketing and product development. Mr.
Vandenberg obtained a Bachelor of Commerce from McMaster University in 1991 and
a Master of Business Administration (Finance) from McMaster University in 1993.
In 1996, Mr. Vandenberg was designated as a Chartered Professional Accountant in
Ontario. Mr. Vandenberg completed the Canadian Institute of Chartered
Accountants "In-depth" taxation program while with Ernst & Young in 1998.
Sandra Boenisch.
B.Comm, CPA, CGA
Ms. Boenisch has been our Chief Financial Officer since December 2017, and is responsible for leading the finance group, internal and external reporting and compliance, and development and monitoring of performance measures. Ms. Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada from 2012 to 2017. As an independent consultant, Ms. Boenisch acquired considerable experience in finance, governance, and regulatory compliance. Ms. Boenisch holds a Chartered Professional Accountant designation.
There are no family relationships between the Companys
executive officers and any other director or executive officer, and there are no
legal proceedings to which any of the executive officers is a party adverse to
us or any of our subsidiaries or in which any of the Companys executive
officers has a material interest adverse to us or any of the Companys
subsidiaries.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business needs and circumstances.
Summary Compensation Table
The following table sets forth the total compensation paid to
or earned by the Companys named executive officers, as that term is defined in
Item 402(m)(2) of Regulation S-K of the Exchange Act, (Named Executive
Officers) as of its fiscal year ended August 31, 2018 and 2017.
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)
|
Other
Annual
Compen-
sation
($)
(2)
|
Total
($)
|
Frederick Vandenberg
(3)
Director,
President, Chief
Executive Officer, and former Chief
Financial
Officer
|
2018
2017
|
164,430
159,033
|
24,665
Nil
|
Nil
Nil
|
Nil
27,047
|
18,666
7,952
|
207,761
194,032
|
Sandra Boenisch
(3)
Chief Financial Officer
and Treasurer
|
2018
2017
|
97,875
Nil
|
Nil
Nil
|
Nil
Nil
|
11,905
Nil
|
5,873
Nil
|
115,653
Nil
|
(1)
|
Option awards shown here represent the aggregate grant
date fair value of all options granted.
|
(2)
|
The value of prerequisites and other personal benefits,
securities and property for the individuals included in the summary
compensation table that does not exceed $10,000 is not reported herein.
Other compensation includes participation in the employee share purchase
plan described below under long term incentive plans.
|
(3)
|
Compensation is stated in United States dollars. Where
compensation was provided in Canadian dollars, compensation is
based on an exchange rate of 0.783 US dollars
for each 1.00 Canadian dollar during the 2018 fiscal year and 0.7573 US dollars
for each 1.00 Canadian dollar during the 2017 fiscal year.
|
14
Outstanding Equity Awards at Fiscal Year End Table
The following table summarizes equity awards to the Companys
Named Executive Officers outstanding as of August 31, 2018.
Name and
Principal Position
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
Frederick
Vandenberg
|
56,250
233,334
|
Nil
166,666
|
N/A
N/A
|
0.40
0.40
|
July 6, 2022
(1)
|
Sandra Boenisch
|
56,250
|
93,750
|
N/A
|
0.40
|
December 13,
2022
|
Notes
:
(1) The options are expiring as to
6,250 every month until June 30, 2019.
Director Compensation
The following table summarizes compensation paid to the
Companys directors during the fiscal year ended August 31, 2018:
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
(1)(2)
|
All Other Annual
Compensation
($)
|
Total
($)
|
Hyonmyong Cho
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Samuel Jay Graber
|
Nil
|
Nil
|
Nil
|
$10,937
|
$10,937
|
(1) Other compensation includes participation in the employee
share purchase plan described below under long term incentive plans.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of the following events has occurred during the past ten
years and is material to an evaluation of the ability or integrity of any
director, person nominated to become a director or executive officer of the
Company:
|
(1)
|
A petition under the Federal bankruptcy laws or any state
insolvency law was filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of
such person, or any partnership in which he was a general partner at or
within two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or within two
years before the time of such filing;
|
|
|
|
|
(2)
|
Such person was convicted in a criminal proceeding or is
a named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
|
|
|
|
|
(3)
|
Such person was the subject of any order, judgment, or
decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from, or
otherwise limiting, the following activities:
|
|
a.
|
Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an associated person of any
of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or
employee of any investment company, bank, savings and loan association or
insurance company, or engaging in or continuing any conduct or practice in
connection with such activity;
|
15
|
b.
|
Engaging in any type of business practice; or
|
|
|
|
|
c.
|
Engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation
of Federal or State securities laws or Federal commodities
laws;
|
|
(4)
|
Such person was the subject of any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any Federal or
State authority barring, suspending or otherwise limiting for more than 60
days the right of such person to engage in any activity described in
paragraph 3(a) above of this section, or to be associated with persons
engaged in any such activity;
|
|
|
|
|
(5)
|
Such person was found by a court of competent
jurisdiction in a civil action or by the Commission to have violated any
Federal or State securities law, and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended,
or vacated;
|
|
|
|
|
(6)
|
Such person was found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any Federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated;
|
|
|
|
|
(7)
|
Such person was 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, relating to an
alleged violation of:
|
|
a.
|
Any Federal or State securities or commodities law or
regulation;
|
|
|
|
|
b.
|
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
|
|
|
|
|
c.
|
Any law or regulation prohibiting mail or wire fraud or
fraud in connection with any business entity;
or
|
|
(8)
|
Such person was 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
Exchange Act), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its members or
persons associated with a member.
|
16
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than ten percent
of our equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received
by us, or written representations that no filings were required, we believe that
during the fiscal year ended August 31, 2018 all such filing requirements were
complied with, with the exception of the following:
Mr. Steve Vestergaard did not timely file two (2) Form 4
reports in which eight (8) transactions were reported.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since the commencement of
the fiscal year ended August 31, 2017, had any material interest, direct or
indirect, in any transaction in which the Company was a participant or in any
presently proposed transaction in which the Company will be a participant:
|
(i)
|
Any directors or executive officers of the
Company;
|
|
(ii)
|
Any person proposed as a nominee for election as a
director;
|
|
(iii)
|
Any person who beneficially owns, directly or indirectly,
shares carrying more than 5% of the voting rights attached to the
Companys outstanding shares of common stock; and
|
|
(iv)
|
Any member of the immediate family (including spouse,
parents, step-parents, children, step- children, siblings and in-laws) of,
or any person sharing a household with, any of the foregoing
persons.
|
17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information concerning
the number of shares of the Companys common stock owned beneficially as of
January 24, 2019 by: (i) each person (including any group) known to the
Company to own more than five percent (5%) of any class of the Companys voting
securities, (ii) each of the Companys directors and each of the named executive
officers, and (iii) officers and directors as a group. Unless otherwise
indicated, the stockholders listed possess sole voting and investment power with
respect to the shares shown. The Company believes that each individual or entity
named has sole investment and voting power with respect to the securities
indicated as beneficially owned by them, subject to community property laws,
where applicable, except where otherwise noted.
Title Of Class
|
Name And Address
Of
Beneficial Owner
|
Amount And Nature Of
Beneficial Ownership
(1)
|
Percentage Of
Common
Stock
(1)
|
DIRECTORS AND OFFICERS
|
Common Stock
|
Hyonmyong Cho
Director, Chairman of the
Board
c/o 1110-885 W Georgia St.
Vancouver, BC, V6C 3E8
|
2,632,439
(2)
|
4.8%
|
Common Stock
|
Samuel Jay Graber
Director
c/o 1110-885
W Georgia St.
Vancouver, BC, V6C 3E8
|
663,505
(3)
|
1.2%
|
Common Stock
|
Frederick Vandenberg
President, Chief
Executive Officer,
and Corporate Secretary
c/o 1110-885 W Georgia
St.
Vancouver, BC, V6C 3E8
|
1,418,450
(4)
|
2.6%
|
Common Stock
|
Sandra Boenisch
Chief Financial Officer
c/o 1110-885 W Georgia St.
Vancouver, BC, V6C 3E8
|
145,457
(5)
|
*
|
Common Stock
|
All Officers and Directors as a Group
(4
persons)
|
4,859,851
|
8.7%
|
HOLDERS OF MORE THAN 5% OF THE COMPANYS
COMMON STOCK
|
Common Stock
|
Mark A. Graber
56 Oakwell Farms Parkway
San Antonio, TX 78218
|
5,409,514
(direct and indirect)
(6)
|
9.8%
|
Common Stock
|
Steven Vestergaard
Suite 695 350 Centre
Road
Lions Bay, BC, V0N 2E0
|
11,006,111
(7)
|
20.0%
|
Notes
:
18
*Less than one percent (1%)
|
(1)
|
Under Rule 13d-3 of the Exchange Act, 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 such 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 persons actual ownership or voting power with respect to the number
of shares of common stock actually outstanding on January 24, 2019. As
of January 24, 2019, there were 55,013,874 shares of our common stock
issued and outstanding.
|
|
|
|
|
(2)
|
Consists of 713,674 shares held by Mr. Cho and 187,500
shares that may be acquired upon the exercise of stock options held by Mr.
Cho within 60 days of As of January 24, 2019 and includes 1,731,265
shares held through Mr. Cho's indirect pecuniary ownership held through
Greenlaw International LP, a Delaware limited partnership (the "Fund"),
and Greenlaw International GP LLC, a Delaware limited liability company
and the general partner of the Fund which has the right to receive an
allocation of a portion of the profits of the Fund.
|
|
|
|
|
(3)
|
Consists of 461,105 shares held by Mr. Graber, 14,900
shares held by Mr. Grabers spouse, and 187,500 shares that may be
acquired upon the exercise of stock options held by Mr. Graber within 60
days of As of January 24, 2019.
|
|
|
|
|
(4)
|
Consists of 1,066,365 shares held by Mr. Vandenberg and
352,085 shares that are acquirable upon the exercise of stock options held
by Mr. Vandenberg within 60 days of As of January 24, 2019.
|
|
|
|
|
(5)
|
Consists of 51,707 shares held by Ms. Boenisch and 93,750
shares that are acquirable upon the exercise of stock options held by Ms.
Boenisch within 60 days of As of January 24, 2019.
|
|
|
|
|
(6)
|
Consists (i) 4,948,514 shares of the Companys common
stock directly held by Mark Graber; (ii) 431,000 shares beneficially owned
by Four Star Investments, a Texas partnership over which Mr. Graber has
shared voting and disposition power; and (iii) 30,000 shares held by Mr.
Grabers spouse.
|
|
|
|
|
(7)
|
The share ownership disclosed herein has been calculated
based on the latest filings by Mr. Vestergaard under Section 16(a) of the
Securities Exchange Act of 1934. The Company has not been able to confirm
the amount with Mr. Vestergaard including any ownership under Rule 13d-3
of the Securities Exchange Act of 1934.
|
VOTING SECURITIES
The authorized share capital of the Company is 100,000,000
shares of common stock with a $0.001 par value.
As of January 16, 2019, there were 55,013,874 shares of the
Companys common stock issued and outstanding, each of which carries the right
to one vote on all matters that may come before the Meeting.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. The Company files reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SECs Public Reference
Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
Our Annual Report on Form 10-K for the fiscal year ended August
31, 2018 accompanies this Proxy Statement but does not constitute a part of the
proxy soliciting material. A copy of the Companys Annual Report on Form 10-K
for the fiscal year ended August 31, 2018, including financial statements but
without exhibits, is available
19
without charge to any person whose vote is solicited by this
proxy upon written request to Destiny Media Technologies Inc., 1110 - 885 W
Georgia St, Vancouver, BC V6C 3E8, Attention: Corporate Secretary. Copies also
may also be obtained through the SECs web site at
www.sec.gov
.
|
BY ORDER OF THE BOARD OF DIRECTORS OF
|
|
DESTINY MEDIA TECHNOLOGIES INC.
|
|
|
Date: January 24, 2019
|
|
|
/s/ Frederick Vandenberg
|
|
|
|
Frederick Vandenberg
|
|
Chief Executive Officer, and President
|
20
21
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