Osisko Mining Announces Corporate Governance Changes in Advance of Upcoming Shareholders’ Meeting
TORONTO, June 22, 2018 (GLOBE NEWSWIRE) — Osisko Mining Inc. (TSX:OSK) (“Osisko” or the “Corporation”) today announces certain corporate governance changes on account of recommendations made by Institutional Shareholder Services in the course of their review of the matters to be voted on at the upcoming annual and special meeting of shareholders of Osisko to be held on June 29, 2018 (the “Meeting”).
In particular, the stock option plan of the Corporation (the “Stock Option Plan”) and certain other equity incentive amendments are being made or clarified as follows:
- All awards under the Stock Option Plan (and all other forms of equity compensation) are subject to Osisko’s “Policy on Recoupment of Incentive Compensation” adopted on April 27, 2017 (the “Clawback Policy”). The Clawback Policy has no restrictions relating to when awards were granted. The full text of the Clawback Policy is available for review by shareholders on Corporation’s website at https://www.osiskomining.com/.
- Consistent with evolving corporate governance best practices in Canada, the 500,000 options awarded to Mr. John Burzynski, Chief Executive Officer of Osisko, on January 11, 2018, with an exercise price of $3.46, have been amended to vest in equal tranches over a five-year period. These 500,000 options were scheduled to vest (or, in part, have vested) in three equal tranches on January 11, 2018, 2019 and 2020, and have been amended to vest in five equal tranches on January 11, 2019, 2020, 2021, 2022 and 2023.
- Consistent with seeking greater alignment between stock performance and Chief Executive Officer total compensation, Mr. Burzynski, Chief Executive Officer of Osisko, is being awarded 25,000 restricted share units in consideration of the option amendments described above. These 25,000 restricted share units cliff vest after three years, and are subject to the achievement of performance-based criteria relating to asset development, financial performance, shareholder returns and sustainability.
Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections and interpretations as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, Osisko cannot assure shareholders and prospective purchasers of securities of the Corporation that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Osisko nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Osisko does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
President & Chief Executive Officer
Shareholders who have questions or have not received their proxy or voting instruction form may contact the Corporation’s Proxy Solicitation Agent:
Laurel Hill Advisory Group
Toll free: 1-877-452-7184 or 416-304-0211 (Collect outside North America)