Butterfield 2017 Annual General Meeting: Supplemental Proxy Statement Information
The following information is to provide Butterfield shareholders with supplemental information related to Proposal 4: Election of Directors, and in particular the proposal to elect E. Barclay Simmons as a Director.
Proposal 4: Election of Directors, requests the following shareholder approval for each of the following nominees:
To elect each ofE. Barclay Simmons, Michael Collins, Alastair Barbour, James F. Burr, Caroline Foulger, Conor O’Dea, Wolfgang Schoellkopf, John Wright, and David Zwiener as a Director of the Bank to hold office until the close of the 2018 Annual General Meeting or until his or her successor is elected or appointed.
Director Independence Assessment
In September 2016, Butterfield completed an initial public offering (“IPO”) of its voting ordinary shares on the New York Stock Exchange (the “NYSE”). Prior to the IPO, Butterfield’s voting ordinary shares were listed on the Bermuda Stock Exchange (the “BSX”). Following the IPO, Butterfield’s ordinary voting shares are listed on both the BSX and the NYSE. As a dual-listed company, Butterfield is subject to the rules of both the BSX and the NYSE. As a foreign private issuer, Butterfield is permitted by the listing rules of the NYSE to follow “home country” corporate governance practices in lieu of the corporate governance standards applicable to US NYSE-listed companies. As stated in Butterfield’s Annual Report on Form 20-F, the Board deemed Mr. Simmons to be independent under its corporate governance guidelines, which are consistent with
Corporate Governance Committee and Compensation & Human Resources Committee
Notwithstanding the independence assessment noted above, Mr. Simmons has elected the step down as a member of Butterfield’s Corporate Governance Committee and Compensation & HR Committee effective today. Mr. David Zwiener was appointed as a member of the Compensation & Human Resources Committee effective today. As such, each of these committees is composed entirely of independent directors under Butterfield’s corporate governance guidelines. These committee members would also be deemed independent under the NYSE rules applicable to US-listed companies.
External Public Company Directorships
With respect to Alastair Barbour’s candidacy, Mr. Barbour serves on the boards of directors of six public companies. In assessing Mr. Barbour’s service to the Butterfield Board, the Board has affirmatively determined that Mr. Barbour’s simultaneous service has not and is not expected to impair his ability to effectively serve on the Butterfield Board.
Forward-Looking Statements
This supplemental proxy information contains forward-looking statements by Butterfield. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intend," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by Butterfield in this supplemental proxy information speaks only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for Butterfield to predict these events or how they may affect it. Butterfield does not intend to update any forward-looking statements after the date hereof, except as required by law.
About Butterfield
Butterfield is a full-service bank and wealth manager headquartered in
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The Bank of N.T. Butterfield & Son Limited
Mark Johnson, 441-299-1624
Cellular: 441-524-1025
Fax: 441-295-3878
Vice President, Group Head of Communications
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Source: The Bank of N.T. Butterfield & Son Limited