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27 May 20253 minute read

Canadian Securities Administrators set to grant proxy delivery relief in response to postal strike

On May 22, 2025, the Canadian Securities Administrators (“CSA”) announced the CSA is expected to provide temporary blanket relief from the requirement to deliver proxy-related materials to shareholders under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”). The CSA noted the temporary relief is being provided in response to the strike notice issued by the Canadian Union of Postal Workers on May 19, 2025, which provides for the suspension of postal service beginning on May 23, 2025.

The temporary relief is substantially similar to that provided in December 2024, also in response to a postal strike.

In Coordinated Blanket Order 51-931 (issued in response to the December 2024 postal strike), issuers other than investment funds were exempted from the requirement to deliver proxy-related materials to shareholders for the duration of the postal strike, provided that:

  • each matter to be submitted at the meeting of shareholders is an “annual matter”;
  • no matter to be voted on:
    • requires approval by a special resolution under the corporate law of the issuer;
    • requires disinterested shareholder approval, including minority approval under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions;
    • is a matter for which any shareholders has a right of dissent or appraisal under the corporate law of the issuer; or
    • has been contested by a shareholder, or would reasonably be considered to be a contentious matter;
  • the issuer complies with the filing requirements for proxy-related materials under NI 51-102;
  • the issuer issues and files a news release containing certain prescribed information regarding the meeting, as further described in the blanket order; and
  • the issuer posts the aforementioned news release and proxy materials on its website, along with information about how to obtain the proxy materials, how to submit proxies without using postal service and any deadline for submitting proxies.

“Annual matter” was defined in the blanket order to include receiving financial statements, fixing the number of directors for the ensuing year, electing the directors to serve for the ensuing year, appointment of the auditor, approval of any security-based compensation plan, and any non-binding advisory votes, such as “say-on-pay” votes.

If the postal strike were to end at least 7 days before the meeting, the issuer would be required to deliver the proxy materials to shareholders in accordance with NI 54-101 and 51-102, unless the materials had already been delivered by some other means.

At the time of writing, the new temporary blanket relief orders have not yet been published.

While the exemptions address requirements under securities laws, issuers should also be aware of any delivery requirements under corporate law and their constating documents.

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