Counterpath Corp

SECURITIES & EXCHANGE COMMISSION EDGAR FILING COUNTERPATH CORP Form: DEF 14A Date Filed: 2020-08-21 Corporate Issuer CIK: 1236997 © Copyright 2020, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use. 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 [X] 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)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.14a-12 COUNTERPATH CORPORATION (Name of Registrant as Specified in its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee if offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. COUNTERPATH CORPORATION Suite 300 - 505 Burrard Street, Box 95 Vancouver, British Columbia Canada V7X 1M3 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 24, 2020 2:00 P.M. VANCOUVER TIME TO THE STOCKHOLDERS OF COUNTERPATH CORPORATION: NOTICE IS HEREBY GIVEN that CounterPath Corporation (the "Company"), a Nevada corporation, will hold its annual meeting of stockholders (the "Meeting") on September 24, 2020 at 2:00 p.m. (Vancouver time) at Suite 300 - 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3. The Meeting is being held for the following purposes: 1. To elect Steven Bruk, Chris Cooper, Bruce Joyce, Owen Matthews, Terence Matthews and Larry Timlick, as the directors of the Company for a term expiring on the day of the 2021 Meeting of stockholders; 2. To ratify the selection of BDO Canada LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the year ending April 30, 2021 and to authorize the Board of Directors to fix the remuneration of the auditors; 3. To approve, ratify and confirm the increase in the number of shares of common stock issuable under the Company's Deferred Share Unit Plan by 200,000 shares; 4. To approve an amendment to the Company's articles of incorporation to increase the number of authorized shares of common stock from 10,000,000 to 50,000,000; 5. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on August 17, 2020 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof. At the Meeting, each share of common stock represented at the meeting will be entitled to one vote on each matter properly brought before the Meeting. Your attention is directed to the accompanying proxy statement and exhibits which summarize each item to be voted upon. Stockholders who do not expect to attend the Meeting in person and who are entitled to vote are requested to date, sign and return the enclosed proxy in the enclosed envelope, or via the telephone or the Internet by following the instructions provided in the enclosed proxy card, as soon as possible. To be represented at the meeting, proxies must be submitted to the Company's transfer agent, Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile (toll free North American facsimile: 1-866-249-7775, international facsimile: 1-416-263-9524), or, if by telephone voting, at 1-866-732-8683, or, if by Internet voting, at https://www.investorvote.com, no later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the meeting or adjournment thereof. THE VOTE OF EACH STOCKHOLDER IS IMPORTANT. YOU CAN VOTE YOUR SHARES BY ATTENDING THE MEETING OR BY COMPLETING AND RETURNING THE PROXY CARD SENT TO YOU. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BROKER, BANK OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN FROM SUCH BROKER, BANK OR OTHER NOMINEE, A PROXY ISSUED IN YOUR NAME. EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. BY ORDER OF THE BOARD OF DIRECTORS By: /s/ Terence Matthews Terence Matthews Chairman of the Board Dated: August 20, 2020 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. COUNTERPATH CORPORATION Suite 300 - 505 Burrard Street, Box 95 Vancouver, British Columbia Canada V7X 1M3 PROXY STATEMENT INFORMATION CONCERNING VOTING AND SOLICITATION General The enclosed proxy is solicited on behalf of our Board of Directors (the "Board") for use at the annual meeting of stockholders (the "Meeting") to be held on September 24, 2020 at 2:00 p.m. (Vancouver time) or at any continuation, postponement or adjournment thereof, for the purposes discussed in this proxy statement and in the accompanying Notice of Meeting and any business properly brought before the Meeting. Proxies are solicited to give all stockholders of record an opportunity to vote on matters properly presented at the Meeting. We intend to mail this proxy statement and accompanying proxy card on or about August 26, 2020 to all holders of record of shares of our common stock (the "Common Stock"), being all of the stockholders entitled to vote at the Meeting. The Meeting will be held at Suite 300 - 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3. Who Can Vote You are entitled to vote if you were a holder of record of shares of Common Stock as of the close of business on August 17, 2020 (the "Record Date"). Your shares of Common Stock can be voted at the Meeting only if you are present in person or represented by a valid proxy. Shares Outstanding and Quorum Holders of record of shares of Common Stock at the close of business on August 17, 2020, the Record Date, will be entitled to receive notice of and vote at the Meeting. At the Meeting, each of the shares of Common Stock represented at the Meeting will be entitled to one (1) vote on each matter properly brought before the Meeting. On the Record Date, there were 6,411,407 shares of Common Stock issued and outstanding. 1 In order to carry on the business of the Meeting, we must have a quorum. Under our bylaws, stockholders representing at least 33 /3% of the shares entitled to vote, represented in person or by proxy, constitute a quorum at any meeting of stockholders. Proxy Card and Revocation of Proxy Registered shareholders are entitled to vote at the Meeting. The persons named as proxy holders (the "Designated Persons") in the enclosed form of proxy are directors and/or officers of our company. A shareholder has the right to appoint a person or corporation (who need not be a shareholder) to attend and act for or on behalf of that shareholder at the Meeting, other than the Designated Persons named in the enclosed form of proxy. To exercise this right, the shareholder may do so by inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the form of proxy. In voting, please specify your choices by marking the appropriate spaces on the enclosed proxy card, signing and dating the proxy card and returning it in the accompanying envelope, or via the telephone or the Internet by following the instructions provided in the enclosed proxy card. To be represented at the meeting, proxies must be submitted to Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by facsimile (North American toll-free facsimile: 1-866-249-7775, international facsimile: 1-416- 263-9524), or, if by telephone voting, at 1-866-732-8683, or, if by Internet voting, at https://www.investorvote.com, no later than forty-eight (48) hours, excluding Saturday, Sundays and holidays, prior to the time of the Meeting or adjournment thereof. 3 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. If no directions are given and the signed proxy is returned, the proxy holders will vote the shares in favor of the nominees for directors and each of the proposals set out in this proxy statement and at their discretion on any other matters that may properly come before the Meeting.

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