DIRTT Environmental Solutions Ltd. Announces 2024 Annual and Special Meeting

TL;DR

<b>DIRTT Environmental Solutions Ltd. will hold its virtual annual and special meeting on May 9, 2024, for shareholders of record as of March 20, 2024.</b>

AI Summary

DIRTT ENVIRONMENTAL SOLUTIONS LTD (DRTTF) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. The 2024 annual and special meeting of shareholders for DIRTT Environmental Solutions Ltd. will be held virtually on May 9, 2024, at 10:00 a.m. MDT. Shareholders as of the close of business on March 20, 2024, are entitled to vote at the meeting. The meeting agenda includes receiving the audited consolidated financial statements for the year ended December 31, 2023. The election of directors will take place, with each director serving until the 2025 annual meeting. Shareholders are encouraged to vote via the Internet, telephone, or by returning a proxy card.

Why It Matters

For investors and stakeholders tracking DIRTT ENVIRONMENTAL SOLUTIONS LTD, this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the agenda and voting procedures for the upcoming shareholder meeting. The meeting will cover the approval of financial statements and the election of directors, crucial governance activities for the company.

Risk Assessment

Risk Level: low — DIRTT ENVIRONMENTAL SOLUTIONS LTD shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain significant new financial or operational information that would indicate immediate high risk.

Analyst Insight

Shareholders should review the proxy materials and cast their votes by the deadline to ensure their participation in the company's governance.

Key Numbers

• May 9, 2024 — Meeting Date (2024 annual and special meeting of shareholders)
• 10:00 a.m. MDT — Meeting Time (2024 annual and special meeting of shareholders)
• March 20, 2024 — Record Date (Shareholder eligibility to vote)
• 2023 — Fiscal Year End (Financial statements to be received)

Key Players & Entities

• DIRTT Environmental Solutions Ltd. (company) — Registrant and company name
• Benjamin Urban (person) — Chief Executive Officer
• May 9, 2024 (date) — Date of the annual and special meeting
• March 20, 2024 (date) — Record date for shareholder eligibility to vote
• December 31, 2023 (date) — Fiscal year end for financial statements

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The company is filing a Definitive Proxy Statement (DEF 14A) as required by SEC regulations for its annual shareholder meeting.

Industry Context

DIRTT Environmental Solutions Ltd. operates in the interior construction industry, providing prefabricated and modular solutions. This filing pertains to standard corporate governance procedures.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the full proxy statement for details on director nominees and voting proposals.
2. Ensure your shares are represented by voting via proxy or attending the virtual meeting.
3. Note the record date of March 20, 2024, for determining voting eligibility.

Key Dates

• 2024-05-09: Annual and Special Meeting — Shareholders will vote on financial statements and director elections.
• 2024-03-20: Record Date — Determines which shareholders are eligible to vote at the meeting.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, providing information on upcoming governance matters.

Key Financial Figures

• $1.3202 — Reserve System on December 29, 2023 of C$1.3202 = US$1.00. References in the Proxy Ma
• $1.00 — em on December 29, 2023 of C$1.3202 = US$1.00. References in the Proxy Materials to

Filing Documents

• dirtt_def14a_2024.htm (DEF 14A) — 1535KB
• img184043412_0.jpg (GRAPHIC) — 1KB
• img184043412_1.jpg (GRAPHIC) — 17KB
• img184043412_2.jpg (GRAPHIC) — 19KB
• img184043412_3.jpg (GRAPHIC) — 14KB
• img184043412_4.jpg (GRAPHIC) — 25KB
• img184043412_5.jpg (GRAPHIC) — 102KB
• img184043412_6.jpg (GRAPHIC) — 16KB
• img184043412_7.jpg (GRAPHIC) — 19KB
• img184043412_8.jpg (GRAPHIC) — 445KB
• img184043412_9.jpg (GRAPHIC) — 85KB
• img184043412_10.jpg (GRAPHIC) — 673KB
• img184043412_11.jpg (GRAPHIC) — 656KB
• 0000950170-24-037613.txt (&nbsp;) — 4387KB

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 6 PROPOSAL NO. 1 &#x2013; ELECTION OF DIRECTORS 7 Family 11 Majority Voting Policy 11 Legal Proceedings, Cease Trade Orders, Bankruptcies, Penalties or Sanctions 11 PROPOSAL NO. 2 &#x2013; APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 13 Audit and Related Fees 13 PROPOSAL NO. 3 &#x2013; APPROVAL OF THE COMPANY&#x2019;S SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN 14 Background and Purpose of Proposal 14 Summary of the A&R LTIP 14 Persons Who May Participate in the A&R LTIP 15 Shares to be Offered 15 Compensation Limits 17 Minimum Vesting Period 17 Administration 17 Awards Under the A&R LTIP 17 Other Provisions 19 Certain Canadian Federal Income Tax Considerations 21 Federal U.S. Tax Consequences to Participants 24 Federal U.S. Tax Consequences to the Company 26 New Plan Benefits 26 Securities Authorized for Issuance Under Equity Compensation Plans 27 Shareholder Approval 28 Vote Required 28 CORPORATE GOVERNANCE 29 Board of Directors and Committees 29 Board Mandate and Corporate Governance Guidelines 29 Code of Ethics, Insider Trading Policy and Other Corporate Policies 35 Short-Sales and Hedging Transactions 35 Board Shareholder Communication and Engagement Policy 36 EXECUTIVE OFFICERS 37 Biographical Information of Executive Officers 37

Legal Proceedings

Legal Proceedings 37

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 Implementation of Best Practices 38 2022 Summary Compensation Table 39 Narrative Disclosure to Summary Compensation Table 40 Base Salary 40 Short-Term Incentives 40 Long-Term Incentive Awards 41 All Other Compensation 43 Agreements with our NEOs 44 Outstanding Equity Awards at 2022 Fiscal Year-End 45 Additional Narrative Disclosure 46 Incentive Plans 47 v DIRECTOR COMPENSATION 50 DSU Plan 50 Director Share Ownership Guidelines 51 Director Compensation Table 51 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 52 Transactions with Related Parties 52 Related Party Transactions Policy 53 Interest of Informed Persons in Material Transactions 53 Indebtedness of Directors and Executive Officers 53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54 REPORT OF THE AUDIT COMMITTEE 56 DELINQUENT SECTION 16(A) REPORTS 57 OTHER MATTERS 57 Householding 57 SHAREHOLDER PROPOSALS 58 Shareholder Proposals 58 Other Proposals or Nomination under the Advance Notice Provision 58 ANNUAL REPORT, PROXY STATEMENT AND OTHER INFORMATION 59 INCORPORATION BY REFERENCE 60 Appendix A 61 Appendix B 82 vi PROXY STATEMENT FOR 2024 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 9, 2024 at 10.00 a.m. MDT GENERAL I NFORMATION This management information circular and proxy statement (the &#x201c;Proxy Statement&#x201d;), dated March 27, 2024, is provided in connection with the solicitation of proxies by or on behalf of the Board of Directors (the &#x201c;Board&#x201d;) of DIRTT Environmental Solutions Ltd. for use at the annual and special meeting of shareholders (the &#x201c;Meeting&#x201d;). In this Proxy Statement, &#x201c;DIRTT,&#x201d; the &#x201c;Company,&#x201d; &#x201c;we,&#x201d; &#x201c;us&#x201d; or &#x201c;our&#x201d; refer to DIRTT Environmental Solutions Ltd., and &#x201c;you,&#x201d; &#x201c;your&#x201d; and &#x201c;shareholder&#x201d; refer to the holders of common shares of the Company (&#x201c;Common Shares&#x201d;). The Meeting will be held on Thursday, May 9, 2024 at 10:00 a.m. MDT for the purposes set forth in the Notice of Annual Meeting. The Meeting will be held virtually, to be conducted via live audio webcast online at meetnow.global/MSRJWGU . Registered shareholders and duly appointed and registered proxyholders may participate in the Meeting, submit questions and vote. Non-registered (beneficial) shareholders who have not duly appointed and registered themselves as proxyholders may still attend the Meeting and ask questions, but will not be able to vote at the Meeting. See also &#x201c;How to Vote&#x201d; below. This Proxy Statement includes information that we ar

View Full Filing

View this DEF 14A filing on SEC EDGAR