United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as -permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Materials under § 240.14a-12 |
| ZOMEDICA CORP. |
| (Name of Registrant as Specified in Its Charter) |
_________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Annual Meeting Notice
Important Notice Regarding Availability Proxy Materials for the Shareholder Meeting to be Held on June 6, 2024
Dear Shareholder:
The Annual Meeting of common shareholders (the “Shareholders”) of Zomedica Corp. (“Zomedica” or the “Corporation”) will be held online via live audio webcast on Thursday, June 6, 2024 at 1:00 p.m. Eastern Daylight Time (the “Meeting”).
The Corporation will use the notice-and-access model for delivery of Meeting materials to its Shareholders. Notice-and-access allows companies to post shareholder meeting materials online. Instead of a paper copy of Meeting materials, Shareholders receive this notice with information on how they may access or obtain copies of the Meeting materials.
The Corporation encourages beneficial shareholders to enroll for electronic delivery by clicking on “Delivery Settings” on www.proxyvote.com at the time of voting your securities and following the instructions. This allows for the shareholder to receive electronic copies of materials; eliminating the need for paper copies and reducing paper waste.
Meeting Date and Manner of Participation
The Meeting will be held on Thursday, June 6, 2024 at 1:00 p.m. Eastern Daylight Time. The Corporation is holding the Meeting as a completely virtual meeting, which will be conducted via live audio webcast. Registered shareholders and duly appointed proxyholders will have the opportunity to attend the meeting online, submit questions, and vote in real time through a web-based platform. Non-registered or beneficial shareholders who have not appointed themselves as proxyholder will be able to attend the meeting as guests and ask questions, but will not be able to vote. Shareholders will not be able to attend the meeting in person. Zomedica encourages all shareholders to vote in advance of the Meeting by proxy. Please see the section entitled “How to Vote” in the management information circular (“Circular”) for detailed instructions on how to attend and participate at the Meeting. Guests will also be able to attend online and listen to the Meeting but will not be able to vote or ask questions during the Meeting.
In order to attend the Meeting virtually, shareholders are required to log in to www.virtualshareholdermeeting.com/ZOM2024 at least fifteen (15) minutes prior to the start of the Meeting. Shareholders will need the 16-digit control number contained on the form of proxy or voting instruction form accompanying this Notice, as applicable, and access to an internet connected device for the full duration of the Meeting. Alternatively, shareholders can take steps to submit their votes by proxy by following the instructions below and as further set out in the Circular.
In order to be valid for use at the Meeting, proxies must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the Meeting or any adjournment(s) or postponement(s) thereof.
If you are a non-registered shareholder and receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary. If you are a non-registered shareholder and do not complete and return the materials in accordance with such instructions, you may lose the right to vote at the Meeting.
Further information with respect to voting by proxy is included in the Circular.
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The following matters will be considered and voted upon at the Meeting:
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| 1. | To elect eight director nominees to serve as directors until the next annual meeting of shareholders; |
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| 2. | To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2023; |
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| 3. | To approve, on an advisory basis, the executive compensation of the Corporation’s named executive officers as described in the Circular; and |
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| 4. | To consider any other matters that may properly come before the Annual Meeting or any adjournments thereof. |
Directors recommend a vote “FOR” all nominees under item 1 and “FOR” items 2 and 3.
This is not a ballot. You cannot use this notice to vote your common shares. This communication presents only an overview of the more complete Meeting materials that are available to you on the Internet. Before voting, we strongly encourage you to first review all of the important information contained in the Circular, available at: https://investors.zomedica.com/sec-filings and sedarplus.ca.
The following Meeting Materials are available at https://investors.zomedica.com/sec and sedarplus.ca:
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| · | The Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 (which includes annual audited financial statements for the year ended December 31, 2023 and related management’s discussion and analysis) |
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| · | The Circular |
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| · | The Corporation’s form of proxy |
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| · | Any amendments to the foregoing materials that are required to be furnished to shareholders. |
You may request a paper copy of the Meeting materials, at no cost, up to one year from the date the Circular was filed on SEDAR+. You may make such a request at any time prior to or following the Meeting by contacting Broadridge at 1-877-907-7643 (Toll Free for Registered Shareholders and Non-Registered/Beneficial Shareholders – North America) or Direct 1-303-562-9305 (English) / 1-303-562-9306 (French) (Other countries) and follow the instructions. Requests should be made prior to May 21, 2024, to allow you sufficient time to submit your form of proxy/voting instruction form. You may also request that you receive paper copies of all future proxy materials from the Corporation.
If you have any questions regarding notice-and-access, please call 1-844-916-0609 (English) or 1-844-973-0593 (French).
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ZOMEDICA CORP.
REQUEST FOR FINANCIAL STATEMENTS AND RELATED MD&A
Dear Shareholder:
As a registered and/or beneficial shareholder of Zomedica Corp. (the “Company”), you are entitled to receive our interim financial statements and related MD&A. If you wish to receive them by mail, please complete and return this form to our Transfer Agent, TSX Trust Company (by mail or fax below) or submit your request online (see address below). You will receive this form each year and will be required to renew your request to receive these financial statements and related MD&A.
We encourage you to submit your request online at: www.tsxtrust.com/financialstatements
Our Company Code Number is: 9640A
If you have any questions about this procedure, please contact TSX Trust Company by phone at 1-800-387-0825 or 416-682-3860 or by email at [email protected].
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| To: | TSX Trust Company |
| By Mail: | 301-100 Adelaide St. West, Toronto, ON M5H 4H1 |
| By Fax: | 1-888-249-6189 |
(Please mark)
☐ I wish to receive the Company’s interim financial statements and related MD&A
(Please print)
Name __________________________________________________________________
Address ________________________________________________________________
_______________________________________________________________________
Note: Do not return this form by mail or fax if you have submitted your request online.
9640A SUPP
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