Note 12 - Capital Stock

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

12. Capital stock

The authorized capital stock of the Company is as follows:

An unlimited number of Preferred Shares, issuable in series;

An unlimited number of Subordinate Voting Shares having

one

vote per share; and

An unlimited number of Multiple Voting Shares having

20

votes per share, convertible at any time into Subordinate Voting Shares at a rate of

one

Subordinate Voting Share for each Multiple Voting Share outstanding.

The following table provides a summary of total capital stock issued and outstanding:

	Subordinate Voting Shares				Multiple Voting Shares				Total Common Shares
	Number		Amount		Number		Amount		Number		Amount
Balance, December 31, 2017		37,608,467		406,611		1,325,694		373		38,934,161		406,984
Balance, December 31, 2018		37,887,442		415,432		1,325,694		373		39,213,136		415,805

During the year ended

December 31, 2018,

the Company declared dividends on its Common Shares of

$0.10

per share (

2017

-

$0.10

).

Pursuant to an agreement approved in

February 2004

and restated on

June 1, 2015 (

the “Long Term Arrangement”), the Company agreed that it will make payments to Jay S. Hennick, its Chairman & Chief Executive Officer (“CEO”), that are contingent upon the arm’s length acquisition of control of the Company or upon a distribution of the Company’s assets to shareholders. The payment amounts will be determined with reference to the price per Subordinate Voting Share received by shareholders upon an arm’s length sale or upon a distribution of assets. The right to receive the payments

may

be transferred among members of the Chairman & CEO’s family, their holding companies and trusts. The agreement provides for the Chairman & CEO to receive each of the following

two

payments. The

first

payment is an amount equal to

5%

of the product of: (i) the total number of Subordinate and Multiple Voting Shares outstanding on a fully diluted basis at the time of the sale and (ii) the per share consideration received by holders of Subordinate and Multiple Voting Shares minus a base price of

C$3.324.

The

second

payment is an amount equal to

5%

of the product of (i) the total number of shares outstanding on a fully diluted basis at the time of the sale and (ii) the per share consideration received by holders of Subordinate Voting Shares minus a base price of

C$6.472.

Assuming an arm’s length acquisition of control of the Company took place on

December 31, 2018,

the amount required to be paid to the Chairman & CEO, based on a market price of

C$75.29

per Subordinate Voting Share, would be

US$209,589.