Former chairman Tyler Proud can still pursue other options to push for his nominee’s ouster
Justice Michael Penny denied a request by Tyler Proud and his personal holding company OneMove Capital Corp. to require the Toronto real estate software company, led by brother Matthew Proud, to add a proposal to an upcoming special shareholder meeting to vote off his nominee to the board, Edward Prittie, and replace him with hedge fund manager Eric Shahinian.
Under an investor rights agreement, each of the brothers’ holding companies is entitled to nominate a director at shareholder meetings as long as they own 5 per cent of the stock. Tyler’s OneMove Capital has 8.4 per cent but lacks the unilateral right to remove its nominee from the board. Mr. Prittie has been his nominee since the company went public in 2021 and elected every time.
Tyler Proud told the court he lost confidence in Mr. Prittie this year after learning a search for a new chair wasn’t being conducted by the board’s corporate, governance and nominating committee but by his brother and Mr. Derksen, and after D&D did a dilutive stock offering months after buying back shares at a higher price. After asking Mr. Prittie to quit to no avail, he decided to take a more formal route by piggybacking on the Engine meeting.
Meeting Nominee Board Proposal Onemove Company Cent Grievance Penny Tyler Ontario
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