DIRTT Files Preliminary Proxy Statement for
CALGARY, Alta., Feb. 25 2022 (GLOBE NEWSWIRE) — DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”) (Nasdaq: DRTT, TSX: DRT), an interior construction company that uses proprietary software to design, manufacture and install fully customizable environments, today announced that it has filed a circular proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) for its annual and special meeting of shareholders to be held on April 26, 2022 (the “Meeting”). The Company also announced its intention to nominate Mr. Charlie Chiappone for election to the Board of Directors (the “Board”) at the Meeting, together with six of the seven current directors of the Company. As previously announced, Mr. Steven E. Parry will not stand for re-election to the Assembly.
Mr. Chiappone’s appointment follows an extensive competitive process led by a leading international executive search firm and was guided by the comprehensive skills matrix reflected in the Company’s Board Renewal Strategic Plan. . Mr. Chiappone represents the fifth new director appointment in the past 20 months and one more step in the Company’s intensive renewal process that has been underway since 2017, resulting in assembling the right balance of functional, experiential and personnel necessary to add value within the framework of the strategic priorities of the DIRTT.
Mr. Chiappone has been Senior Vice President of Ceiling and Wall Solutions for Armstrong World Industries, Inc. (“AWI”), an international designer and manufacturer of walls, ceilings and suspension systems, since 2016 and will retire in April. of this year. He joined AWI in 2012 as Vice President of Global Marketing, and from 2013 to 2016 he was Managing Director of Worthington Armstrong Venture (WAVE), AWI’s 50%-owned ceiling suspension systems joint venture with Worthington Industries. Prior to joining AWI, Mr. Chiappone served as President and CEO of Alloy Polymers, a global plastics manufacturer, where he implemented strategic growth and continuous improvement initiatives. He has also held several leadership positions in marketing, research and development, operations, and general management at SPX Cooling Technologies, a division of SPX Corporation. He began his career at General Electric where he held various business positions, after serving four years in the United States Marine Corps. He holds a bachelor’s degree in marketing and management from Siena College and an MBA from the Kellogg Graduate School of Management at Northwestern University.
The Meeting will cover both normal course matters and matters relating to the application made by the activist investor 22NW Fund, LP (the “Activist”). As the Company intends to nominate seven people for election to the Board at the meeting and the Activist intends to nominate six people, the meeting is a “contested election” and the voting policy majority of the company will not apply to the election of directors at the meeting. . Since the number of nominees for election to the board is greater than the number of vacancies, the seven nominees who receive the highest number of votes will be elected.
The preliminary proxy statement is subject to SEC review prior to finalization. Upon completion of the SEC review process, DIRTT will file a definitive proxy statement (the “Definitive Proxy Statement”) and the accompanying BLUE proxy card with the SEC and under the Company Profile. on SEDAR at www.sedar.com, and will send the final proxy statement and BLUE proxy card to shareholders.
Special note regarding forward-looking statements
This press release contains forward-looking information within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events. In some instances, forward-looking information may be identified by terms such as “expects”, “anticipates”, “believes” and “shall”. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control and could cause actual results and events to differ materially from those that is disclosed or implied by such information. forward-looking information. The Company’s estimates, beliefs and assumptions may prove to be incorrect. Risks and uncertainties that could impact forward-looking information include, but are not limited to, market conditions, the effect of the COVID-19 pandemic on the Company’s business, business and financial results. , and other factors discussed under “Risk Factors” in the Company’s MD&A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC and applicable securities commissions or similar regulatory authorities in Canada on February 23, 2022, which is available on SEDAR (www.sedar.com) and on the website of the SEC (www.sec.gov). The Company undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. This forward-looking information speaks only as of the date of this press release.
Important Additional Information Regarding Proxy Solicitation
DIRTT intends to file the definitive proxy statement with the SEC in connection with the solicitation of proxies for the Meeting. DIRTT, its directors and certain of its senior officers will participate in the solicitation of proxies from shareholders with respect to the Meeting. Information regarding the names of DIRTT’s directors and officers and their respective interests in DIRTT by stockholding or otherwise are set forth in DIRTT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed. with the SEC on February 23, 2022, and the Preliminary Proxy Statement, as filed with the SEC on February 25, 2022. changed from the amounts described, in the 2021 proxy statement, such changes have been reflected in the change of ownership statements on Form 4 filed with the SEC. Details of the nominees to the DIRTT Board of Directors for election at the Meeting will be included in the definitive proxy statement and accompanying BLUE proxy card. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR PROVIDED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT ACCOMPANYING THE BLUE PROXY AND ALL SUPPLEMENTS AS AVAILABLE AS AVAILABLE. CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other relevant documents filed by DIRTT free of charge at the SEC’s website, www.sec.gov. DIRTT shareholders may also obtain, free of charge, a copy of the definitive proxy statement and other relevant filings by mailing a request to DIRTT Environmental Solutions Ltd., 7303 30th Street SE, Calgary, Alberta, Canada T2C 1N6 or at [email protected] or from the investor relations section of DIRTT’s website, ww.dirtt.com/investors.
DIRTT is a technology-powered construction process. The Company uses its own ICE® software to design, manufacture and install fully customized indoor environments. The technology drives DIRTT’s advanced manufacturing and provides certainty on cost, schedule and end result. Complete interior spaces are built faster, cleaner and more sustainably. DIRTT has manufacturing facilities in Phoenix, AZ, Savannah, GA, Rock Hill, SC and Calgary, AB. The Company works with distribution partners across North America. DIRTT trades on the Nasdaq under the symbol “DRTT” and on the Toronto Stock Exchange under the symbol “DRT”.