April 2, 2013
/PRNewswire/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP) (the "Company" or "Atlantic Power") announced today that its Board of Directors (the "Board") has adopted an Advance Notice Policy (the "Policy"), which includes a provision that requires advance notice to the Company in circumstances where nominations of persons for election to the board of directors are made by shareholders of the Company other than pursuant to: (i) a proposal made in accordance with the
Business Corporations Act
) (the "Act"); or (ii) a requisition of the shareholders made in accordance with the Act. This type of policy has become quite common for U.S. Companies, is becoming more common for Canadian companies and is consistent with the Company's goals of (i) facilitating orderly and efficient shareholder meetings; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; and (iii) allowing shareholders to register an informed vote.
Among other things, the Policy fixes a deadline by which shareholders of the Company must submit director nominations to the corporate secretary of the Company prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in such notice for an effective nomination to occur. No person will be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Policy.
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 that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made by the Company, notice may be made not later than the close of business on the 10th day following such public announcement. 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 15th day following the day on which the first public announcement of the date of the special meeting was made. The Policy is effective and in full force and effect as of the date it was approved. The Policy will be put to shareholders of the Company for approval at the Company's next meeting of shareholders and if it is not confirmed at the meeting, will terminate and be of no further force and effect.