COUNTERPATH CORPORATION (TSE:PATH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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COUNTERPATH CORPORATION (TSE:PATH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

COUNTERPATH CORPORATION (TSE:PATH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

On September 19, 2019, our board of directors made the following management title changes:

  • David Karp, President and Chief Executive Officer (previously Interim Chief Executive Officer and Chief Financial Officer);
  • Todd Carothers, Chief Revenue Officer (previously Executive Vice President of Sales, Marketing and Product); and
  • Karen Luk, Vice President of Finance (previously Controller).

Karen Luk

Ms. Luk, age 37, brings more than ten years of accounting and finance experience working with publicly traded companies within Canada and the United States. Ms. Luk was our Controller since May 2018. From January 2014 to May 2016, she was the Senior Manager, SEC Reporting of Pattern Energy Group Inc., a San Francisco based publicly traded renewable energy company, with the exception of September 2014 to January 2015 where she was the Manager, SEC Reporting at Portola Pharmaceuticals, Inc., a San Francisco based publicly traded biotechnology company. From November 2011 to December 2013, Ms. Luk was the Manager, SEC Reporting at Onyx Pharmaceuticals Inc., (acquired by Amgen Inc. in 2013), a San Francisco based publicly traded biopharmaceutical company. Prior to this, she spent four years with Manning Elliott LLP, Chartered Accountants in Vancouver.

Ms. Luk is a Canadian designated Chartered Professional Accountant and is also a Certified Public Accountant licensed in the State of California. She holds a Bachelor of Business Administration degree in Accounting and Finance obtained from Simon Fraser University in British Columbia.

Term of Office

Our executive officers are appointed by our board of directors and hold office until their death, resignation or removal from office. There was no arrangement or understanding between Ms. Luk and any other person(s) to which Ms. Luk was appointed as Vice President of Finance.

Family Relationships

There are no family relationships between Ms. Luk and any other director or executive officer of our company.

Certain Related Transactions and Relationships

We have not been party to any transaction with Ms. Luk since May 1, 2017, or any currently proposed transaction with Ms. Luk in which we were or will be a participant and where the amount involved exceeds the lesser of US$120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which Ms. Luk had or will have a direct or indirect material interest.

On September 19, 2019, we held our annual meeting of stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders are set forth below.

Election of Directors

At the meeting, the stockholders voted on the election of the directors with the following votes:

As a result, each of Steven Bruk, Chris Cooper, Bruce Joyce, Owen Matthews, Terence Matthews and Larry Timlick was elected as a director of our company until the next annual meeting of stockholders in 2020 and until such director\’s successor is elected and has been qualified, or until such director\’s earlier death, resignation or removal.

Appointment of BDO Canada LLP, Chartered Professional Accountants

At the meeting, the stockholders ratified the selection of BDO Canada LLP, Chartered Professional Accountants, as our company\’s auditors for the ensuing year and authorized our board of directors to fix their remuneration with the following votes:

Increase in the number of shares of common stock issuable under Deferred Share Unit Plan

At the meeting, the disinterested stockholders approved, ratified and confirmed the increase in the number of shares of common stock issuable under our company\’s Deferred Share Unit Plan by 200,000 shares with the following votes:

*Excludes 74,792 shares of common stock beneficially owned by directors, officers and nominees entitled to receive a benefit under the Deferred Share Unit Plan.

Non-binding resolution to approve the compensation of our executive officers

At the meeting, the stockholders approved, on a non-binding advisory basis, the compensation of our executive officers as disclosed in the proxy statement for the meeting with the following votes:

Non-binding resolution to determine the frequency of an advisory vote on executive compensation

At the meeting, the stockholders approved, on a non-binding advisory basis, to hold an advisory vote on the compensation of our executive officers every three years with the following votes:

The stockholders\’ selection of every three years is consistent with management\’s recommendation with respect to the frequency of such advisory vote. Based on the results of this vote, our company will include a stockholder vote on executive compensation in our proxy materials every three years until the next required vote on the frequency of such a vote is required.

A news release dated September 20, 2109 is furnished herewith.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be \”filed\” for purposes of Section 18 of the Securities Exchange Act of 1934 (the \”Exchange Act\”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

COUNTERPATH CORP Exhibit
EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Counterpath Corporation: Exhibit 99.1 – Filed by newsfilecorp.com CounterPath Announces Voting Results for Election of Directors and Appointment of Chief Executive Officer VANCOUVER,…
To view the full exhibit click here

About COUNTERPATH CORPORATION (TSE:PATH)

CounterPath Corporation designs, develops and sells software and services that enable enterprises and telecommunication service providers to deliver unified communications (UC) services, including voice, video, messaging and collaboration functionality, over their Internet Protocol (IP)-based networks. The Company’s solutions range from software products to cloud-based services. Its software products include applications for smartphones, tablets and desktop computers, a Software Development Kit (SDK) for software developers seeking to add voice, video and messaging capabilities to their existing applications, and server-based software solutions for configuring, managing and supporting softphones and for deploying messaging and collaboration services. These software products are also available to customers in the form of cloud-based hosted services. The Company is focused on selling its software products to enterprises, telecommunication service providers and channel partners.