Toronto Stock Exchange Issues Guidance on Director Elections


On July 10, 2013, the Toronto Stock Exchange issued guidance with respect to the director election requirements in sections 461.4 and 461.4 of the TSX Company Manual. The guidance can be found at

Of particular interest to issuers will be the new guidance on the content of news releases disclosing director election results. The guidance states:

Section 461.4(b) requires that all issuers disseminate a news release disclosing detailed results of the vote for the election of directors. The news release is intended to provide the reader with insight into the level of support received for each director. Accordingly, issuers should disclose one of the following in their news release: (i) the percentages of votes received ‘for’ and ‘withheld’ for each director; (ii) the total votes cast by proxy and ballot, together with the number that each director received ‘for’; or (iii) the percentages and total number of votes received ‘for’ each director.

If no formal count has occurred that would meaningfully represent the level of support received by each director, for example when a vote is conducted by a show of hands, TSX expects the disclosure at least to reflect the votes represented by proxy that would have been withheld from each nominee had a ballot been called, as a percentage of votes represented at the meeting.”

Other items discussed in the new guidance include (i) applications from interlisted international issuers applying for a waiver from the Requirements; (ii) the application of the Requirements to interlisted international issuers applying to list on TSX; (iii) director recommendation requirements where an amendment must be made to the issuer’s articles of incorporation to meet annual election requirements; (iv) the application of the Requirements where an issuer has appointment or similar rights for its board of directors; and (v) compliance with the policy objectives of the Requirements.

If you have questions about TSX policy, contact any member of Clark Wilson LLP’s Corporate Finance & Securities Group.