Thomson Reuters Announces Voting Results for Election of Directors and Return of Capital Transaction
TORONTO, June 15, 2023 /CNW/ -- Thomson Reuters (TSX/NYSE: TRI) today announced the voting results for the election of the company's Board of Directors and for its proposed return of capital transaction at its annual and special meeting of shareholders held virtually yesterday.
All 14 nominees were elected to the Thomson Reuters Board of Directors, and each director elected will continue to hold office until Thomson Reuters' next annual meeting of shareholders, or until the director resigns or a successor is elected or appointed. The voting results for directors were as follows:
Nominee |
Votes For |
% Votes For |
Votes Withheld |
% Votes Withheld |
David Thomson | 421,385,084 | 98.03 % | 8,451,576 | 1.97 % |
Steve Hasker | 428,662,097 | 99.73 % | 1,174,562 | 0.27 % |
Kirk E. Arnold | 428,225,758 | 99.63 % | 1,610,901 | 0.37 % |
David W. Binet | 413,521,465 | 96.20 % | 16,315,195 | 3.80 % |
W. Edmund Clark, C.M. | 415,604,216 | 96.69 % | 14,232,444 | 3.31 % |
LaVerne Council | 429,495,797 | 99.92 % | 340,862 | 0.08 % |
Michael E. Daniels | 423,270,471 | 98.47 % | 6,566,188 | 1.53 % |
Kirk Koenigsbauer | 429,322,449 | 99.88 % | 514,210 | 0.12 % |
Deanna Oppenheimer | 426,869,824 | 99.31 % | 2,966,835 | 0.69 % |
Simon Paris | 428,399,133 | 99.67 % | 1,437,527 | 0.33 % |
Kim M. Rivera | 429,516,474 | 99.93 % | 320,185 | 0.07 % |
Barry Salzberg | 428,309,771 | 99.64 % | 1,526,888 | 0.36 % |
Peter J. Thomson | 418,038,740 | 97.26 % | 11,797,920 | 2.74 % |
Beth Wilson | 429,355,590 | 99.89 % | 481,069 | 0.11 % |
Further, shareholders approved a plan of arrangement to implement the company's proposed return of capital transaction. A final report on voting results will be filed by the company with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission. The return of capital transaction consists of a distribution of US$4.67 in cash per common share (approximately US$2.2 billion in the aggregate) and a consolidation of the company's outstanding common shares (or reverse stock split) on a basis that is proportional to the cash distribution.
For the other items of business at the annual and special meeting, shareholders re-appointed PricewaterhouseCoopers LLP as the company's auditor and approved an advisory resolution on executive compensation. A final report on voting results has been filed with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission.
Timeline/Next Steps
The plan of arrangement for the return of capital transaction is subject to final approval by the Ontario Superior Court of Justice (Commercial List) as well as the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The Court hearing for a final order to approve the plan of arrangement is scheduled to take place on June 16, 2023.
If those final approvals are received:
Further details of the proposed return of capital transaction are described in the company's 2023 management proxy circular and related materials, which are available on www.thomsonreuters.com in the "Investor relations" section. The return of capital documents were previously filed with the Canadian securities regulatory authorities on SEDAR and are available at www.sedar.com. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.
Thomson Reuters
Thomson Reuters (NYSE / TSX: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is the world's leading provider of trusted journalism and news. For more information, visit tr.com.
CONTACTS | |
MEDIA Andrew Green Senior Director of Corporate Affairs +1 347 659 4857 andrew.green@tr.com | INVESTORS Gary Bisbee Head of Investor Relations +1 646 540 3249 gary.bisbee@tr.com |
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SOURCE Thomson Reuters
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