Vitran Corporation Inc. Announces Annual and Special Meeting and Adopts
Advance Notice Provisions
TORONTO, March 20, 2013 (GLOBE NEWSWIRE) -- Vitran Corporation Inc.
(Nasdaq:VTNC) (TSX:VTN) (the "Company"), a North American transportation firm,
today announced that it will hold an annual and special meeting of
shareholders (the "Meeting") on May 15, 2013.
The Company also announces that the board of directors of the Company (the
"Board") has approved amendments to the Company's by-laws so as to ensure that
the Company's by-laws remain consistent with the current provisions of the
Business Corporations Act (Ontario) (the "Act") and good corporate governance
practices. In addition, the by-laws include advance notice provisions (the
"Advance Notice Provisions") which require that advance notice be provided to
the Company in circumstances where nominations of persons for election to the
Board are made by shareholders of the Company other than pursuant to: (i) a
requisition of a meeting of shareholders made pursuant to the provisions of
the Act; or (ii) a shareholder proposal made pursuant to the provisions of the
The purpose of the Advance Notice Provisions is to foster a variety of
interests of the shareholders and the Company by ensuring that all
shareholders - including those participating in a meeting by proxy rather than
in person - receive adequate notice of the nominations to be considered at a
meeting and can thereby exercise their voting rights in an informed manner. In
addition, the Advance Notice Provisions should assist in facilitating an
orderly and efficient meeting process. The Advance Notice Provisions provide
shareholders, directors and management of the Company with a clear framework
for nominating directors. Among other things, the Advance Notice Provisions
fix a deadline by which holders of common shares must submit director
nominations to the Company prior to any annual or special meeting of
shareholders and sets forth the minimum information that a shareholder must
include in the notice to the Company for the notice to be in proper written
In the case of an annual meeting of shareholders, notice to the Company must
be made not less than 30 nor more than 65 days prior to the date of the annual
meeting; provided, however, that in the event the annual meeting is to be held
on a date that is less than 40 days after the date on which the first public
announcement of the date of the annual meeting was made, notice may be made
not later than the close of business on the 10^th day following such public
In the case of a special meeting of shareholders (which is not also an annual
meeting), notice to the Company must be made not later than the close of
business on the 15^th day following the day on which the first public
announcement of the date of the special meeting was made.
The Company's amended and restated by-laws are in full force and effect and
will be placed before shareholders at the Meeting for ratification. For
purposes of the Meeting, in accordance with the terms of the Advance Notice
Provisions, the Board has determined that notice pursuant to section 10.5 of
the amended and restated by-laws of nominations of persons for election to the
Board at the Meeting must be made by April 20, 2013.Such notice must be in
the form, and given in the manner, prescribed by the Advance Notice
Provisions, and the Secretary of the Company has stipulated
firstname.lastname@example.org as an email address for receipt of such a notice.
A copy of the amended and restated by-laws containing the full text of the
Advance Notice Provisions is available under the Company's profile on SEDAR at
www.sedar.com or on EDGAR at www.sec.gov.
About Vitran Corporation Inc.
Vitran Corporation Inc. is a North American group of transportation companies
offering less-than-truckload services.To find out more about Vitran
Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), visit the website at www.vitran.com.
The Vitran Corporation logo is available at
CONTACT: Richard Gaetz, President/CEO
Fayaz Suleman, VP Finance/CFO
Vitran Corporation Inc.
Vitran Corporation Logo
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