EDMONTON, Alberta – April 26, 2016 – The annual meeting of shareholders (annual meeting) for Capital Power Corporation (TSX: CPX) (Capital Power or the Corporation) was held on April 22, 2016 in Edmonton, Alberta. Each of the matters voted upon at the annual meeting is discussed in detail in the Corporation’s Management Proxy Circular dated March 2, 2016 and is available on the Corporation’s website at: www.capitalpower.com/AGM.
The total number of shares represented by shareholders present in person and by proxy at the annual meeting was 62,723,397 representing 65.21% of the Corporation’s Common Shares that were issued and outstanding as of the record date of the annual meeting.
The voting results for each matter presented at the annual meeting are provided below:
1. Election of Directors:
Each of the 9 director nominees put forward by management were elected by a vote conducted by way of ballot as follows:
|Director||Votes in Favour||% In Favour||Votes Withheld||% Withheld|
2. Appointment of Auditors:
The appointment of KPMG LLP, Chartered Accountants, to serve as the auditors of the Corporation until the close of the next Annual Meeting of the Shareholders of the Corporation, at remuneration to be fixed by the Directors on the recommendation of the Audit Committee, was approved by a show of hands. Proxies representing 61,987,675 (98.86%) votes for and 716,783 (1.14%) votes withheld were received.
3. Approach to executive compensation:
On an advisory basis and not to diminish the role and responsibility of the board of directors, the approach to executive compensation disclosed in the Corporation’s Management Proxy Circular was approved by a show of hands. Proxies representing 60,641,629 (96.71%) votes for and 2,062,829 (3.29%) votes against were received.
4. To continue the Shareholder Rights Plan:
The continuation of the Shareholder Rights Plan of the Corporation and the ratification, confirmation and approval of the Amended and Restated Shareholder Rights Plan Agreement to be made as of April 22, 2016 between the Corporation and Computershare Trust Company of Canada, as rights agent, which amends and restates the Shareholder Rights Plan Agreement dated effective November 20, 2012 and continues the rights thereunder, were approved by a show of hands as an ordinary resolution. Proxies representing 61,807,027 (98.57%) votes for and 897,431 (1.43%) votes against were received.
5. Amendment of articles to remove the special voting shares from the articles:
The amendment of the articles of the Corporation in order to remove the Special Voting Shares and the rights, privileges, restrictions and conditions attached thereto from the Articles of the Corporation, and to remove all references to such shares from the Articles of the Corporation, such that the Corporation will be authorized to issue an unlimited number of common shares, one special limited voting share and an unlimited number of preferred shares, issuable in series, the terms of each series to be determined by the board of directors in its discretion (including such series already created by the board of directors), was approved by a show of hands as a special resolution. Proxies representing 62,646,606 (99.91%) votes for and 57,852 (0.09%) votes against were received.
About Capital Power
Capital Power (TSX: CPX) is a growth-oriented North American power producer headquartered in Edmonton, Alberta. The company develops, acquires, operates and optimizes power generation from a variety of energy sources. Capital Power owns more than 3,200 megawatts of power generation capacity at 18 facilities across North America. More than 700 megawatts of owned generation capacity is in advanced development in Alberta and Kansas.