EX-99.1 2 a13-15057_1ex99d1.htm EX-99.1

Exhibit 99.1

 

DRAGONWAVE INC.

 

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

OTTAWA, ONTARIO, CANADA

THURSDAY, JUNE 13, 2013

 

REPORT OF VOTING RESULTS

 

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matters voted on at the annual general and special meeting of shareholders (the “Meeting”) of DragonWave Inc. (the “Corporation”) held on Thursday, June 13, 2013. Each of the matters set out below are described in greater detail in the Notice of Annual General and Special Meeting of Shareholders and Management Proxy Circular of the Corporation dated May 13, 2013. According to the scrutineer’s report, shareholders were present at the Meeting, in person or by proxy, representing 26,652,104 common shares or 70.04% of the 38,051,651 shares outstanding on the May 13, 2013 record date for the Meeting.

 

1. Election of Directors

 

At the Meeting, management of the Corporation presented to the shareholders its nominees for directors. According to the proxies received and vote by show of hands, all of management’s nominees were elected as directors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

 

The proxies submitted for the Meeting on this matter were as follows:

 

 

 

Votes For

 

Votes Withheld

 

Name of Nominee 

 

Number of Votes

 

Percentage of
Votes

 

Number of Votes

 

Percentage of
Votes

 

Peter Allen

 

10,691,785

 

97.71

%

250,977

 

2.29

%

Cesar Cesaratto

 

10,826,857

 

98.94

%

115,905

 

1.06

%

Jean-Paul Cossart

 

10,800,666

 

98.70

%

142,096

 

1.30

%

Russell Frederick

 

10,692,251

 

97.71

%

250,511

 

2.29

%

Claude Haw

 

10,842,607

 

98.92

%

118,155

 

1.08

%

Lori O’Neill

 

10,827,966

 

98.95

%

114,796

 

1.05

%

 

2.  Appointment of Auditors

 

At the Meeting, shareholders were asked to approve the appointment of Ernst & Young LLP, as auditors of the Corporation until the close of the next annual meeting of shareholders or until a successor is appointed, at remuneration to be fixed by the board of directors. According to the proxies received and vote by show of hands, the resolution was approved.

 

The proxies submitted for the Meeting on this matter were as follows:

 

Votes For

 

Votes Withheld

 

Number of Votes

 

Percentage of Votes

 

Number of Votes

 

Percentage of Votes

 

26,492,520

 

99.51

%

130,893

 

0.49

%

 



 

3.  Approval of a Change to the Stock Option Plan of the Corporation to Provide for the Replenishment of the Stock Option Pool when Options are Exercised

 

At the Meeting, shareholders were asked to approve a change to the Fifth Amended and Restated Stock Option Plan of the Corporation (the “Stock Option Plan”) to provide for the replenishment of the stock option pool when options are exercised (the “Evergreen Amendment”).  A ballot was conducted with respect to the resolution approving the Evergreen Amendment. According to the ballots cast, the resolution was approved with the following results:

 

Votes For

 

Votes Against

 

Number of Votes Cast

 

Percentage of Votes
Cast

 

Number of Votes Cast

 

Percentage of Votes
Cast

 

9,128,215

 

83.24

%

1,838,550

 

16.76

%

 

4.  Approval of All Unallocated Options under the Stock Option Plan

 

At the Meeting, shareholders were asked to approve all unallocated options under the Stock Option Plan.  A ballot was conducted with respect to the resolution approving all unallocated options under the Stock Option Plan. According to the ballots cast, the resolution was approved with the following results:

 

Votes For

 

Votes Against

 

Number of Votes Cast

 

Percentage of Votes
Cast

 

Number of Votes Cast

 

Percentage of Votes
Cast

 

9,266,729

 

84.50

%

1,700,036

 

15.50

%