DIRTT Environmental Solutions Ltd. Announces Board Changes

TL;DR

DIRTT's board is shaking up: two directors out, two new ones in, and a new Chair appointed.

AI Summary

On May 10, 2024, DIRTT Environmental Solutions Ltd. filed an 8-K report detailing several key events. The company announced the departure of two directors, Robert L. Bies and Jeffrey M. Shepherd, effective May 8, 2024. Concurrently, the company elected two new directors, Steven E. Johnson and David E. Smith, to its Board of Directors. The filing also disclosed the appointment of Steven E. Johnson as the new Chair of the Board.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes can introduce uncertainty regarding future strategic direction and operational stability.

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Registrant
• Robert L. Bies (person) — Departing Director
• Jeffrey M. Shepherd (person) — Departing Director
• Steven E. Johnson (person) — Newly Elected Director and Board Chair
• David E. Smith (person) — Newly Elected Director
• May 10, 2024 (date) — Filing Date
• May 8, 2024 (date) — Effective Date of Director Departures

FAQ

Filing Documents

• drttf-20240510.htm (8-K) — 126KB
• drttf-ex10_1.htm (EX-10.1) — 272KB
• drttf-ex99_1.htm (EX-99.1) — 53KB
• 0000950170-24-057483.txt ( ) — 618KB
• drttf-20240510.xsd (EX-101.SCH) — 30KB
• drttf-20240510_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Securities Holders

Item 5.07 Submission of Matters to a Vote of Securities Holders At the Company's 2024 annual and special meeting of shareholders (the "Meeting"), held on May 30, 2023, shareholders were requested to: (i) elect directors of the Company to hold office until the 2025 annual meeting or until their successors were duly elected or appointed; (ii) appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, at such remuneration as may be determined by the Board; (iii) approve the A&R LTIP and the additional Common Shares reserved for issuance thereunder. The final voting results of the matters voted upon at the Meeting were as follows: Item No. 1 – Election of Directors. Each of Douglas Edwards, Aron English, Shaun Noll, Shalima Pannikode, Scott Robinson, Scott Ryan, Kenneth Sanders and Benjamin Urban were elected as the directors of the Company. The voting results for each of the director nominees was as follows: Votes for Votes withheld/Abstentions Broker non-votes Nominee Number Percent Number Percent Number Douglas Edwards 143,212,639 99.86 197,858 0.14 9,173,366 Aron English 142,677,466 99.49 733,031 0.51 9,173,366 Shaun Noll 142,627,813 99.45 782,684 0.55 9,173,366 Shalima Pannikode 143,299,351 99.92 111,146 0.08 9,173,366 Scott Robinson 143,275,795 99.91 134,702 0.09 9,173,366 Scott Ryan 143,276,289 99.91 134,208 0.09 9,173,366 Kenneth Sanders 142,438,417 99.32 972,080 0.68 9,173,366 Benjamin Urban 143,064,365 99.76 346,132 0.24 9,173,366 Item No. 2 - Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP was approved as follows: Votes for Votes withheld/Abstentions Broker non-votes Number Percent Number Percent Number 152,480,797 99.93 103,066 0.07 9,173,366 Item No. 3 - Approval

01 Regulation FD

Item 7.01 Regulation FD. On May 10, 2024, the Company issued a press release announcing the Meeting. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 99.1* Press release dated May 10, 2024 10.1* Second Amended and Restated DIRTT Environmental Solutions Ltd. Long Term Incentive Plan 104 Cover Page Interactive Data (embedded within the Inline XBRL document). * Furnished herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIRTT Environmental Solutions Ltd. Date: May 10, 2024 By: /s/ Fareeha Khan Fareeha Khan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR