TORONTO, April 15, 2013 (GLOBE NEWSWIRE) -- GeneNews Limited (TSX:GEN) ("GeneNews" or the "Company") announces that the Company will hold its annual and special meeting (the "Meeting") of shareholders on Tuesday, May 28, 2013, at 4:30 p.m. (Toronto time) at the offices of Fasken Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Bay-Adelaide Centre in Toronto, Ontario. All shareholders of record as of April 11, 2013 are entitled to vote at the Meeting in person or by proxy.
The Company further announces that its Board of Directors (the "Board") has adopted amendments to the Company's by-laws (the "By-Law Amendments"). The By-Law Amendments introduce an advance notice requirement for any shareholder meeting held on or after June 1, 2013, for any shareholder who intends to nominate any person for election as director of the Company other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act Ontario (the "Act"); or (ii) a shareholder proposal made pursuant to the provisions of the Act.
The Company believes that by (i) fixing a deadline by which shareholders must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders where directors are to be elected and (ii) setting forth the information that a shareholder must include in the notice for it to be valid, the By-Law Amendments will: (a) facilitate an orderly and efficient annual or special meeting process; (b) ensure that the Company receives adequate notice of the director nominations and sufficient information with respect to all nominees; and (c) allow the Company to evaluate the proposed nominees' qualifications and suitability as director of the Company.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not 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 40 days after the date on which the first public announcement of the date of the annual meeting was made, 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 By-Law Amendments are in effect until they are confirmed, confirmed as amended or rejected by shareholders at the Meeting and, if the By-Law Amendments are confirmed at the Meeting, they will continue in effect in the form in which they were so confirmed.
The Company also announces that the Board has adopted a majority voting policy (the "Majority Voting Policy") with respect to the election of directors in uncontested elections. In the event that a nominee receives more "withheld" than "for" votes in an uncontested election, such director nominee shall be required to submit his/her resignation to the chair of the Board following the applicable shareholders' meeting, effective upon acceptance by the Board. Within 30 days following the applicable shareholders' meeting, the Board will make its decision. Following the Board's decision on the resignation, the Board will publicly disclose their decision whether to accept the applicable director's resignation including the reasons for rejecting the resignation, if applicable.
The full text of the By-Law Amendments and the Majority Voting Policy will be available on SEDAR at www.sedar.com. Further details regarding the Meeting will be contained in a management information circular that will be mailed to shareholders of the Company and filed on SEDAR in due course.
About GeneNews
GeneNews is a molecular diagnostics company focused on the application of functional genomics to enable early diagnosis and personalized health management based on disease specific biomarkers. The Company has a patented core platform technology, the Sentinel Principle®, which has the power to detect and stage virtually any disease or medical condition from a simple blood sample. GeneNews is currently applying the Sentinel Principle® in major areas with unmet clinical needs such as cancer, arthritis, cardiovascular disease and neurological disorders. GeneNews' lead product, ColonSentry®, is the world's first blood test to pre-screen and assess an individual's current risk for colorectal cancer. For more information on GeneNews and ColonSentry®, go to www.GeneNews.com or www.ColonSentry.com.
Forward-Looking Statements
This press release contains forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual events could differ materially from those projected herein. Investors should consult the Company's ongoing quarterly filings and annual reports for additional information on risks and uncertainties relating to these forward-looking statements. The reader is cautioned not to rely on these forward-looking statements. The Company disclaims any obligation to update these forward-looking statements.