Tucows Inc. filed SEC Form 8-K: Shareholder Director Nominations

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Date of report (Date of earliest event reported): March 26, 2025

 

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Registrant’s telephone number, including area code: (416) 535-0123

 

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Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Item 5.08         Shareholder Director Nominations.

 

The Board of Directors of Tucows Inc., a Pennsylvania corporation (the “Company”), has established May 20, 2025 as the date of the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). Because the date of the 2025 Annual Meeting has advanced by more than 30 days from the anniversary date of the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), in accordance with Rule 14a−5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing shareholders of such change. The record date, time and location of the 2025 Annual Meeting will be as set forth in the Company’s proxy statement for the 2025 Annual Meeting.

 

Because the date of the 2025 Annual Meeting has been changed by more than 30 days from the anniversary of the 2024 Annual Meeting of Shareholders, the deadline for submission of any shareholder proposals pursuant to Rule 14a-8 under the Exchange Act, and the deadlines for any shareholder to submit a nominee to serve as director or to submit a proposal to be considered at the meeting or for inclusion in the Company’s proxy materials outside of Rule 14a-8, as set forth in the Company’s proxy statement, filed with the United States Securities and Exchange Commission (the “SEC”) on May 10, 2024, no longer apply.

 

To be considered for inclusion in the Company’s proxy materials for the 2025 Annual Meeting in accordance with Rule 14a-8, shareholder proposals must be submitted in writing by April 5, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2025 Annual Meeting.

 

In accordance with the Company’s bylaws (the “Bylaws”), because the date of the 2025 Annual Meeting will be accelerated by more than thirty days before the anniversary of the Company’s 2024 Annual Meeting, in order for a shareholder entitled to vote to bring a proposal or submit a nominee for director at the 2025 Annual Meeting, such shareholder must give notice to the Company in accordance with its Bylaws of such proposal or nominee and such notice by such shareholder must be received no later than the close of business on the 10th day following the day on which public announcement of the date of the 2025 Annual Meeting is first made. Accordingly, notice of shareholder proposals or nominations for director for the 2024 Annual Meeting must be received no later than April 5, 2025.

 

Shareholders must deliver the proposals or nominations to the Company’s Secretary at Tucows Inc., 96 Mowat Avenue, Toronto, Ontario M6K 3M1, Canada, and must comply with all applicable rules and regulations of the SEC and the Company’s Bylaws.

 

 

 

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.