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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| ☒ Filed by the Registrant | |
| ☐ 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))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to 240.14a-12
Jewett-Cameron Trading Company Ltd.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 011 |
JEWETT-CAMERON TRADING COMPANY LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The 2025 Annual General Meeting of the Shareholders
of Jewett-Cameron Trading Company Ltd. (the
Company
) will be held via live video internet conference at
https://app.webinar.net/0YZa7Ek8Q4R
on Friday, February 21, 2025, at 10:00 a.m. (Pacific Standard Time), for the following purposes:
Please note that, as the Meeting will be held
virtually, it is the responsibility of shareholders to ensure that they have a stable connection to participate in the Meeting. No party
is liable if a shareholder is unable to access the Meeting.
DATED at Vancouver, British Columbia, this 17th day of January 2025.
By Order of
the Board of directors
/s/ Chad Summers
Chad Summers
President, CEO and Director
This Proxy Statement and Information Circular
dated January 17, 2025 forms a part of the Annual Report on Form 10-K accompanying this Notice of the Annual General Meeting of Jewett-Cameron
Trading Company Ltd. This Proxy Statement and Information Circular contains details of matters to be considered at the Annual General
Meeting.
THE ANNUAL GENERAL MEETING WILL BE ONLY
HELD VIRTUALLY AND SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE ANNUAL GENERAL MEETING IN PERSON. ANY SHAREHOLDER WHO WISHES TO ENSURE
THAT SUCH SHAREHOLDER'S SHARES WILL BE VOTED AT THE ANNUAL GENERAL MEETING IS REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF
PROXY, OR ANOTHER SUITABLE FORM OF PROXY, AND DELIVER IT IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE FORM OF PROXY AND IN THIS
INFORMATION CIRCULAR.
Jewett-Cameron Trading Company Ltd.
32275 NW Hillcrest St.
INFORMATION CIRCULAR
Scheduled Mail Date:
January 27, 2025
In this Proxy Statement and Information
Circular, all references to $ are references to United States dollars and all references to C$ are references
to Canadian dollars. As at January 17, 2025, one Canadian dollar was equal to approximately $0.70 in U.S. Currency.
Solicitation of Proxies
This Proxy Statement and Information Circular
(the
Information Circular
) is furnished in connection with the solicitation of proxies by the management of Jewett-Cameron
Trading Company Ltd. (the
Company
) for use at the Annual General Meeting of shareholders (the
Shareholders
)
of the Company (the
Meeting
) to be held via live video internet conference at https://app.webinar.net/0YZa7Ek8Q4R
on Friday, February 21, 2025, at 10:00 a.m. (Pacific Standard Time) and any adjournment thereof, for the purposes set forth in the accompanying
Notice of Annual General Meeting of Shareholders.
The solicitation of proxies will be primarily
by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. All costs
of this solicitation will be borne by the Company. The Company has made arrangements for intermediaries to forward solicitation materials
to the beneficial owners of the Common Shares of the Company held of record by those intermediaries and the Company may reimburse the
intermediaries for reasonable fees and disbursements incurred by them in so doing.
Notice of the Meeting was provided to the securities
commissions in each jurisdiction where the Company is a reporting issuer under applicable securities laws.
In this Information Circular, references to
the
Company
,
we
and
our
refer to Jewett-Cameron Trading Company Ltd.
Common
Shares
means common shares in the authorized share structure of the Company.
Beneficial Shareholders
means
shareholders who do not hold Common Shares in their own name and
intermediaries
refers to brokers, investment firms,
clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.
Date of Information Circular
Information contained in this Information Circular
is given as of January 17, 2025, unless otherwise indicated.
Your vote is important. Whether or not you
plan to attend the Meeting, we strongly encourage you to read this Information Circular and submit your proxy or, if applicable, your
voting instructions to your broker, trustee, or other nominee as soon as possible
GENERAL PROXY INFORMATION
Proxy Voting Options
If you are a registered shareholder, you may
elect to submit a proxy in order to vote whether or not you are able to attend the Meeting. In order to vote by mail, you must complete,
date and sign the Proxy and return it to the Companys transfer agent,
Computershare Investor Services Inc., at 8th Floor, 100
University Avenue, Toronto, Ontario, Canada M5J 2Y1,
or
by fax within North America to 1-866-249-7775 and outside North America
to (416) 263-9524
, or
by telephone to 1-866-732-VOTE (8683) Toll Free
or
internet at www.investorvote.com
, at any time
up to and including 10:00 a.m. (Pacific Time) on February 19, 2025.
Appointment of Proxyholders
A shareholder entitled to vote at the Meeting
may, by means of a proxy, appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, to attend and act
at the Meeting for the shareholder on the shareholders behalf.
The individuals named in the accompanying form
of proxy (the
Proxy
) are directors and/or officers of the Company (the
Management Designees
).
If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person, who need not be a shareholder, to
attend and act for you and on your behalf at the Meeting other than either of the Management Designees. You may do so either by inserting
the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.
A proxy will not be valid unless the completed,
signed and dated form of proxy is delivered to the office of
Computershare Investor Services Inc., at 8th Floor, 100 University Avenue,
Toronto, Ontario, M5J 2Y1,
or
by fax within North America to 1-866-249-7775 and outside North America to (416) 263-9524,
or
by telephone to 1-866-732-VOTE (8683) Toll Free
or
internet at www.investorvote.com
, not less than 48 hours (excluding Saturdays,
Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.
Exercise of Discretion
The Management Designees named in the proxy
will vote or withhold from voting the shares represented thereby in accordance with the instructions of the shareholder on any ballot
that may be called for. The proxy will confer discretionary authority on the nominees named therein with respect to:
In respect of a matter for which a choice
is not specified in the proxy, the Management Designees will vote the Common Shares represented by the proxy at their own discretion for
the approval of such matter.
As of the date of this Information Circular,
management of the Company knows of no amendment, variation or other matter that may properly come before the Meeting, but if any amendment,
variation or other matter properly comes before the Meeting, each Management Designee intends to vote thereon in accordance with the Management
Designees best judgment.
Advice to Beneficial Holders of Common Shares
The information set forth in this section
is of significant importance to many shareholders who hold their shares in street name (i.e., through a broker, trustee
or other nominee)
.
Shareholders should note that only proxies deposited by shareholders whose
names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting.
If Common
Shares
are listed in an account statement provided to a shareholder by a broker, trustee, or other nominee, then in almost all cases those
Common
Shares will not be
registered in the shareholders name on the records of the Company.
Such Common Shares will more likely be registered under the names
of the shareholders broker,
trustee or other nominee. In the United States, the vast majority of such shares are registered under the
name
of Cede Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and
custodian
banks), and in Canada under the name of CDS Co. (the registration name for The Canadian Depository for
Securities Limited,
which acts as nominee for many Canadian brokerage firms).
Intermediaries are required to seek voting
instructions from Beneficial Shareholders in advance of
shareholders meetings unless the Beneficial
Shareholders have waived the right to receive meeting materials. Every intermediary has its own mailing procedures and provides its own
return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their
Common
Shares are voted at the Meeting.
If you
are a Beneficial Shareholder, the form of proxy supplied to you by your broker (or its agent) is similar to the form of proxy provided
to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary how to vote on your behalf.
The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Communications Solutions Canada
(
Broadridge
)
in the United States and in Canada. Broadridge mails a voting instruction form in lieu
of a proxy provided by the Company. The voting instruction form will name the Management Designees to represent you at the Meeting. You
have the right to appoint a person (who need not be a shareholder of the Company), other than the persons designated in the voting instruction
form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank
space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile
or given to Broadridge by phone or over the internet, in accordance with Broadridges instructions. Broadridge then tabulates the
results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at
the Meeting.
If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting.
It must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.
Although, as a Beneficial Shareholder, you
may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker (or agent
of your broker), you may attend at the Meeting as proxyholder for your broker
and vote the Common
Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your
Common
Shares
as proxyholder for your broker or have a person designated by you to do so, you should enter your own name, or the name of the person
you wish to designate, in the blank space on the voting instrument form
provided to you and
return the same to your broker (or your brokers agent) in accordance with the instructions provided by
your broker (or agent),
well in advance of the Meeting.
Alternatively, you may request in writing that
your broker send you a legal proxy which would enable you, or a person designated by you, to attend at the Meeting and
vote
your
Common
Shares.
Revocability of Proxies
In addition to revocation in any other manner
permitted by law, a registered shareholder who has given a proxy may revoke it by either:
A revocation of a proxy will not affect a
matter on which a vote is taken before the revocation.
INTEREST OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON
None of the directors or executive officers
of the Company, nor any person who has held such a position since the beginning of the last completed financial year end of the Company,
nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material
interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other
than as disclosed herein.
VOTING SECURITIES AND PRINCIPAL HOLDERS
OF VOTING SECURITIES
The board of directors (the
Board
)
of the Company has fixed January 17, 2025, as the record date (the
Record Date
) for determination of persons entitled
to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting
personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled
to vote or to have their Common Shares voted at the Meeting.
The Company is authorized to issue 21,567,564
Common Shares without par value and 10,000,000 preferred shares without par value of the Company. As of Record Date, the Company had outstanding
3,518,119 fully paid and non-assessable Common Shares without par value, each Common Share carrying the right to one vote. The Company
has no other classes of voting securities outstanding except the Common Shares.
To the knowledge of the Directors and executive
officers of the Company, only the following shareholders owned, directly or indirectly, or exercised control or direction over, shares
carrying more than 5% of the outstanding voting rights of the Company:
FINANCIAL STATEMENTS
The audited financial statements of the Company
for the year ended August 31, 2024, together with the Auditors' Report thereon, will be presented to the shareholders at the Meeting.
In addition, the following documents have been
filed with the securities commissions or similar regulatory authority in British Columbia and Ontario and are specifically incorporated
by reference into, and form an integral part of, this Information Circular:
Copies of documents incorporated herein by
reference may be obtained by shareholders upon request and without charge from the Company at P.O. Box 1010, North Plains, Oregon, USA
97133, Attention: Chad Summers, President and CEO. These documents are also available online through the Internet under the Company's
SEDAR+ profile, which can be accessed at www.sedarplus.ca, and on EDGAR, which can be accessed at www.sec.gov.
VOTING PROCEDURE AND MATTERS TO BE VOTED
ON AT THE MEETING
Votes Necessary to Pass Resolutions
Except as otherwise described in this Information
Circular, a simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are
more nominees for election as directors or appointment of the Company's auditor than there are vacancies to fill, those nominees receiving
the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number
of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or
appointed by acclamation.
Quorum
A quorum for the transaction of business at the Meeting
is at least two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares
entitled to be voted at the Meeting.
Broker Non-Votes
Broker non-votes occur when a person holding shares
through a bank or brokerage account does not provide instructions as to how their shares should be voted and the broker does not exercise
discretion to vote those shares on a particular matter. Broker non-votes will be included in determining the presence of quorum at the
Meeting. Under rules that govern these matters, regardless of the exchange on which the company is listed on, brokers have the discretion
to vote on matters considered to be routine, but not on matters considered to be non-routine. Under applicable
rules, we believe the election of directors, the advisory say-on-pay vote and the vote to approve the 2024 Rights Plan, will be considered
non-routine matters, while the ratification of the appointment of the Companys independent registered public accounting firm will
be considered a routine matter. Accordingly, brokers will not have discretionary authority to vote shares held in street name on the election
of directors, the advisory say-on-pay vote and the approval of the 2024 Rights Plan. In the event you do not provide your broker with
voting instructions on these matters, a broker non-vote will occur. Brokers will have discretionary authority to vote shares held in street
name on the ratification of the appointment of the Companys independent registered public accounting firm if they have not received
voting instructions from you and such shares will accordingly be considered present for purposes of determining the existence of a quorum.
Matters of business to be voted on at the Meeting and the Boards
recommendation
Proposal 1 - Fix the Number of Directors
This resolution sets the number of directors at nine
to sit on the Board for the ensuing year. You may vote for or against. The Board recommends a vote FOR
this proposal.
Proposal 2 - Election of Directors
Directors must be elected by a majority of the votes
present at the Meeting and entitled to be cast in the election. You may vote for or withhold with respect
to any individual director or all directors. The Board recommends a vote FOR all director nominees.
Proposal 3 - Ratification of the Appointment of
the Auditors
The appointment of the auditors is ratified if a majority
of the votes present at the Meeting vote for the proposal. You may vote for or withhold. The
Board recommends a vote FOR this proposal.
Proposal 4 - Acts and Deeds of Directors and Officers
All actions of the directors and officers carried
out on behalf of the Company during the preceding year will be approved, if a majority of the votes present at the Meeting vote for
the proposal. You may vote for or against. The Board recommends a vote FOR this proposal.
Proposal 5 - Advisory Vote on the Approval of Executive
Compensation
Approval, on an advisory basis, of the compensation
of the Companys named executive officers as set forth in the Compensation of Executive Officers section of this Proxy Statement
and Information Circular if a majority of the votes present at the Meeting vote for the proposal. You may vote for
or against. The Board recommends a vote FOR this proposal.
Proposal 6 - Adoption and Ratification of the Restricted
Share Plan
The adoption and ratification of the Companys
2024 Restricted Share Plan requires the disinterested shareholder approval being the majority of the holders of the Common
Shares, present at the Meeting. You may vote for or against. The Board recommends a vote FOR
this proposal.
Proposal 7 - Voting on Permitted Amendments or
Variations of and any Other Matter that properly comes before the Meeting
Any permitted amendments to or variations of and the
approval of any other matters that may be submitted at the Meeting will be approved, if a majority of the votes present at the Meeting
vote for the proposal. You may vote for or against.
Proxyholders
Common Shares for which the proxy is properly
executed and returned will be voted upon at the Meeting in accordance with the directions noted thereon or, in the absence of directions,
will be voted as follows: 1) FOR the fixing of the number of directors at nine; 2) FOR the election of each of
the nominees to the Board that are named in this Information Circular; 3) FOR the ratification to appoint Davidson Company
LLP, Chartered Accountants as independent auditors of the Company for the ensuing financial year ending August 31, 2025; 4) FOR
the approval of all acts, deeds and business done by, and proceedings of, the directors and officers of the Company on behalf of the Company
during the preceding year; 5) FOR the approval of executive compensation; 6) FOR the approval of the 2024
Restricted Share Plan; 7) FOR the approval of any permitted amendments to or variations of any matter or other business
as may properly come before the Meeting. It is not expected that any matters other than those referred to in this Information Circular
will be brought before the Meeting. If, however, other matters are properly presented, the persons named as Proxyholders will vote in
accordance with their discretion with respect to such matters.
PARTICULARS OF MATTERS TO BE ACTED UPON
PROPOSAL ONE: FIX NUMBER OF DIRECTORS
The Board currently consists of nine directors.
Management proposes to fix the number of directors of the Company at nine and to nominate the persons listed below for election as directors.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
FIXING THE NUMBER OF DIRECTORS AT NINE AND A VOTE FOR NINE MANAGEMENT NOMINEES FOR THE BOARD OF DIRECTORS OF THE COMPANY
UP AND UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS.
The term of office of each of the current directors
currently ends at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of
the British Columbia
Business Corporations Act
or the Articles of the Company, each director elected will hold office until the
conclusion of the next annual general meeting of the Company, or, if no director is then elected, until a successor is elected.
Management does not contemplate that any of
the nominees will be unable to serve as a director. In the event that prior to the Meeting any vacancies occur in the slate of nominees
herein listed, it is intended that discretionary authority shall be exercised by the person named in the proxy as nominee to vote the
Common Shares represented by proxy for the election of any other person or persons as directors.
The election of a director requires the affirmative
vote of a plurality of the Common Shares present or represented and entitled to vote at the Meeting.
The following table sets out the names of the
director nominees; their positions and offices in the Company; principal occupations; the period of time that they have been directors
of the Company; and the number of Common Shares of the Company which each beneficially owns or over which control or direction is exercised
as of the Record Date. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares
of common stock subject to options or convertible securities held by that person that are currently exercisable or convertible, or exercisable
or convertible within 60 days of the Record Date, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes
of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 3,518,119 shares of common
stock issued and outstanding as of the Record Date.
Mr.
Hopewell has been a director of the Company since February 2017. He also served as President, CEO and Interim CFO of the Company from
February 2017 to January 1, 2022. He has also served as CEO of Sunset Manufacturing Inc. from 2012 to 2016 and Chief Operating Officer
of Aluminute Corporation from 2006 to 2012.
Mr.
Karlin has been a director of the Company since December 2018. He is a retired Senior Vice President and Manager of U.S. Banks
National Government Banking Division from 2005 to 2014. He joined U.S. Bank in 1993 as a Relationship Manager in the National Corporate
Division. He has also served as a Regional Manager for the Treasury Management Division in Minneapolis.
Ms.
Johnson has been a director of the Company since July 2017. She is currently Global Raw Materials Planning Manager at Columbia Sportswear.
Previously, she served as Global Buying Manager beginning in May 2014, the Business Process Analyst III - Functional Lead from April
2013 to April 2014 and prior to that was a Business Process Analyst II from November 2010 to April 2013 for Columbia Sportswear.
Mr.
Guilfoy has been a director of the Company since August 2019. He was also previously a director of the Company from May 2017 to December
2018. Mr. Guilfoy has been a management consultant for over 42 years.
Ms.
Walker has been a director of the Company since June 2021. She was previously CEO of Sock It to Me, Inc. She also held several senior
positions with PepsiCo, including Senior Director and General Manager of the Lays and Ruffles brands.
Mr.
Summers has been a director of the Company since November 2022. He joined the Company in 2019, and has also been the President of the
Company since May 2021 and CEO of the Company since January 1, 2022.
Mr. Henningsen
has been a director of the Company since December 2022. From 1999 to 2018, he was Chairman President of Henningsen Cold Storage
headquartered in Hillsboro Oregon with logistics facilities in six states. He currently serves on the Boards of Parr Lumber Company,
Willamette Windows, and the Southwest Washington Chapter of the American Red Cross.
Ms.
Pierce was named a Director in December 2023. She is currently Senior Vice President, Sales with C.A. Fortune and serves on the Board
of the California Grocers Association. Previously, she launched food brokerage Navigator Sales and Marketing which was acquired by C.A.
Fortune in July 2023. She also served in various sales and marketing roles for PepsiCo/Frito Lay and Albertsons.
Biographies
Charles E. Hopewell
has over 36 years
of experience in senior management positions with manufacturing companies, including serving as CEO of Sunset Manufacturing Inc and COO
of Aluminite Corporation. In his past positions as COO or CEO, he has been involved in all organizational aspects, including sales and
marketing, plant and equipment, personnel, and finance. He received a degree in Finance from the University of Oregon and an MBA from
Willamette Universitys Atkinson School of Management. Mr. Hopewell has also worked extensively in local and statewide workforce
policy and K-12 CTE education at a Board level and continues his involvement with the Oregon CTE/STEM Employer Coalition as well as the
local school district.
Chris Karlin
began his banking career in 1980
culminating as the Senior Vice President and Manager of U.S. Banks National Government Banking Division from 2005 to 2014 and was
responsible for the strategic vision of the group. He joined U.S. Bank in 1993 as a Relationship Manager in the National Corporate Division.
He has also served as a Regional Manager for the Treasury Management Division in Minneapolis and had been with Government Banking since
2001, managing many parts of the Division. Prior to joining U.S. Bank, Chris was with Mitsubishi Bank, serving as Group Manager in its
Chicago and Columbus offices, focusing on public finance and large corporate markets. Chris is a past Chair of the Oregon Bankers Association,
serves as the Adviser for its Leadership Program and serves on the Board of the OBA's Education Foundation. Chris has degrees in Economics
and Finance from Fort Hays State University (Kansas) and a Master of International Management from the Thunderbird School of International
Management (Arizona).
Sarah Johnson
has
significant experience in global supply chain operations, management and best practices, including the planning and implementation of
improvements to both the manufacturing and supply processes.She currentlyserves as a manager at Columbia Sportswear where
she leads the planning functions for their emerging brands within Columbia's portfolio.Previously, she served as the Global Buying
Manager and as a Business Process Analyst and Senior Global Buyer at Columbia, which included working with international vendors, principally
in Asia and Canada. She also supports various local and international organizations and current and future women leaders. Ms. Johnson
is a graduate of Gonzaga University in Spokane, Washington.
Geoffrey Guilfoy
is a management consultant
with over 42 years of experience, including over 21 years in management consulting, 17 years in State Government management, and an additional
4 years in the private and non-profit sectors. Prior to founding Lumen Leaders LLC in 2013, he was the partner in charge of the management
consulting group at AKT LLP, a regional CPA and business consulting firm. For 28 years, he was an Executive Professor at Willamette Universitys
Atkinson Graduate School of Management teaching courses on management consulting, nonprofit management, and government. He currently serves
on the Board of Directors of Medical Teams International and is a former National Board Member of the Institute of Management Consultants
USA, and a former Board Member of CoServe International. He has a Bachelor of Science, Management (Accounting) from San Jose State University
and an MBA from Willamette University.
Michelle Walker
is a business strategist
in Portland with experience in brand development, organizational alignment, and building consumer brands, including both B2B and B2C businesses.
Previously, she was CEO of Sock It to Me, Inc., a sock and underwear brand. She also held several senior positions with PepsiCo, including
Senior Director and GM of the Lays and Ruffles brands where her responsibility included business strategy, brand positioning, product
development, and sales strategy. Prior to joining PepsiCo, she was a Senior Consultant in Valuation Services with PricewaterhouseCoopers
where she led business analysis and valuations for both business clients and Real Estate Investment Trusts. She received her bachelors
degree in Economics and Psychology from the University of California, San Diego, and an MBA from the University of Texas McComb School
of Business.
Chad Summers
originally joined the Company
in October 2019. He was appointed President in May 2021, CEO in January 2022, and was named a Director in November 2022. His prior experience
includes participation in start-up ventures in both product and service industries and has a strong background in leadership, consulting,
and support. He co-owned and led an international lumber brokering business similar to Jewett-Camerons Greenwood division. This
experience provided him the opportunity to oversee and actively manage suppliers in China and throughout SE Asia. He also built a successful
consulting practice dedicated to growing manufacturers in association with a west coast regional accounting firm which allowed him the
opportunity to establish a deep network of manufacturers, professional services and support connections regionally. He received his bachelors
degree in Business Administration through the University of Puget Sounds specialized Business Leadership Program with an emphasis
on International Business.
Mike Henningsen
has extensive experience in
operations and logistics. From 1999 to 2018, Mr. Henningsen was Chairman President of Henningsen Cold Storage, a fourth-generation
family business founded in 1923 headquartered in Hillsboro Oregon with logistics facilities in six states. During this period, he also
held a number of positions with the International Association of Refrigerated Warehouses (IARW), including Chairman in 2008-2009. Prior
to joining the family business, he served as a business banker with Wells Fargo. Mr. Henningsen received both his Bachelors of Science
in Business Management and his MBA from the University of Oregon. He currently serves on the Boards of Parr Lumber Company, Willamette
Windows, and the Southwest Washington Chapter of the American Red Cross. He also serves as an advisor to the Professional Benefit Services
Board in Salem and on the Board of Trustees of Pacific University in Forest Grove, Oregon and the Columbia River Maritime Museum in Astoria,
Oregon.
Subriana Pierce
is
a visionary leader in the food and beverage industry with over 25 years of experience in senior leadership in both the grocery channel
and Consumer Packaged Goods industry. She currently serves as Senior Vice President, Sales with C.A. Fortune, a national Consumer Brands
Agency. After serving in various sales and marketing roles with PepsiCo/Frito Lay, she became SVP of Sales and Merchandising for Albertsons
Southern California. After leaving Albertsons, she launched food brokerage Navigator Sales and Marketing which was acquired by
C.A. Fortune in July 2023. She also currently serves on the Board of Directors for the California Grocers Association. Subriana has a
Bachelors in Economics from Spelman College and an MBA in Marketing from University of Chicago Booth.
Ian Wendler
is
a customer focused innovation, strategy and product development leader. He is currently Vice President and General Manager of Americas
at Dover Corporations Vehicle Service Group (VSG). He previously held executive roles from Operations, to Engineering, to Marketing, and
Business across Dover operating companies supporting OEM Automotive, Government, Industrial, Consumer, and Aftermarket segments in Engineered
Products. Before joining Dover, he held Engineering and Management roles with RadiSys in Telecommunications and Gaming. He is accepted
into Oregon State Universitys Council of Outstanding Early Career Engineers, is an Industry Advisor, and prior Chairman of MECOP.
All of the proposed directors are residents
of the United States of America.
Involvement in Certain Legal Proceedings
To the knowledge of the Company, no proposed
director is, or has, within the 10 years before the date of this Information Circular, been a director, chief executive officer or chief
financial officer of any company that,
To the knowledge of the Company, no proposed
director of the Company was, as at the date of the Information Circular, or has been within 10 years before the date of the Information
Circular, a director or executive officer of any company (including Jewett-Cameron Trading Company Ltd.) that, while that person was acting
in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had
a receiver, receiver manager or trustee appointed to hold its assets.
No proposed director of the Company has, within
the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold the assets of the proposed director.
No proposed director of the Company has been
subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a security regulatory authority
or has entered into a settlement agreement with a securities regulatory authority, or (ii) any penalties or sanctions imposed by a court
or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for that proposed
director.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information
regarding the beneficial ownership of the Company's common shares as of January 17, 2025 by:
Except as noted below, the
Company believes that the beneficial shareholders of the Common Shares listed below, based on information furnished by such shareholders,
have sole voting and investment power with respect to such Common Shares. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares of common stock subject to options or convertible securities held by that person
that are currently exercisable or convertible, or exercisable or convertible within 60 days of the Record Date, are deemed outstanding.
Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The percentage
of beneficial ownership is based on 3,518,119 shares of common stock issued and outstanding as of the Record Date.
0.01%
0.01%
0.01%
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires the Company's directors, executive officers and persons who own more than 10% of a registered class of the
Company's securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Shares and other
equity securities of the Company. Directors, executive officers and greater than 10% shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file.
To the best of the Company's knowledge, based solely
on a review of the Forms 3, Forms 4 and Forms 5, furnished to it during its most recently completed financial year, the Company believes
that during the financial year ended August 31, 2024, its directors, executive officers and greater than 10% shareholders complied with
all Section 16(a) filing requirements of the Securities Exchange Act of 1934 except for one Form 3 report for a newly appointed Director
that failed to be filed on a timely basis.
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information
regarding the members and nominees of the Board and the Executive Officers of the Company as of the Record Date:
All of the officers and nominated directors
identified above have consented to act as officers and/or directors of the Company.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE
OFFICERS
There are no family relationships amongst any
of the existing directors or executive officers of the Company.
BOARD OF DIRECTORS MEETINGS AND AUDIT COMMITTEE
During the fiscal year ended August 31, 2024,
the Board held ten meetings and the Audit Committee held five meetings. All other matters which required board approval were unanimously
consented to in writing by all of the directors of the Company. All of the members of the Board attended at least 75% of all Board meetings
and meetings of the committees on which they served in fiscal 2024.
Audit Committee
National Instrument 52-110 of the Canadian
Securities Administrators (NI 52-110) requires the Company to disclose annually in its Information Circular certain information
concerning the constitution of its audit committee (the Audit Committee) and its relationship with its independent auditors,
as set forth below.
The Board has established an Audit Committee.
The Audit Committee reports directly to the Board. The functions performed on behalf of the Board by the Audit Committee are summarized
below.
The Audit Committee is responsible for recommending
the appointment of independent accountants; reviewing the arrangement for and scope of the audit by the independent accountants; reviewing
the independence of the independent accountants; considering the adequacy of the system of internal accounting controls and reviewing
any proposed corrective actions; reviewing and monitoring the Company's policies relating to ethics and conflicts of interests and discussing
with management and the independent accountants the draft of annual and quarterly financial statements and other key accounting and/or
reporting matters.
Charter
The Company has adopted a charter (the
Charter
)
of the Audit Committee of the Board, which is attached as Schedule A to this Information Circular.
Composition
The current members of the Audit Committee
are Geoffrey Guilfoy (Chair), Charles Hopewell, Chris Karlin, and Ian Wendler, all of whom are considered to be independent directors
under the Exchange Act and the Nasdaq listing standards. All members of the Audit Committee must also meet the independence
tests under National Instrument 52-110
Audit Committees
(
NI 52-110
). Within the meaning of NI 52-110, all of
the members of the Audit Committee are considered to be financially literate.
Audit Committee Financial Expert
Mr.
Gilfoy qualifies as an audit committee financial expert as that term is defined in Item 407(d) of Regulation S-K under the
Securities Exchange Act of 1934 (the
Exchange Act
). The designation of members
of the Audit Committee as audit committee financial experts does not impose on those members any duties, obligations, or
liabilities that are greater than are generally imposed on them as members of the Audit Committee and the Board, and does not affect the
duties, obligations, or liabilities of any other member of the Audit Committee or the Board.
Audit Committee Report
In the course of its oversight of the Company's
financial reporting process, the directors have: (1) reviewed and discussed with management the audited financial statements for the year
ended August 31, 2024; (2) received the auditor's report from Davidson Company LLP, Chartered Accountants, independent auditors,
on the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees;
(3) received the written disclosures and the letter from the auditors required by Independence Standards Board Statement No. 1, Independence
Discussions with Audit Committee; and (4) considered whether the provision of non-audit services by the auditors is compatible
with maintaining their independence and has concluded that it is compatible at this time.
Based on the Audit Committee's foregoing review
and discussions, the Board has concluded that the audited financial statements should be included in the Annual Report on Form 10-K for
the year ended August 31, 2024 and filed with the SEC.
Relevant Education and Experience
All of the current members of the Audit Committee
have financial experience and have served in senior management positions under which they have faced the breadth and level of complexity
of issues which can reasonably be expected to be raised by financial statements of this Company. In such capacities, the members of the
Audit Committee have developed an understanding of the accounting principles used by the Company in the preparation of its financial statements
and those principles used in connection with the accounting for estimates, accruals and reserves and of internal controls and procedures
used in the processes for financial reporting. See
Biographies
.
Audit Committee Oversight
At no time since the commencement of the Company's
most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted
by the Board of Directors.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies
and procedures for the engagement of non
-
audit services as described in the Companys Audit Committee Charter.
Reliance on Certain Exemptions
At no time since the commencement of the Company's
most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110
(De Minimis Non-Audit Services)
,
or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Discussion and Analysis
Compensation Committee
The Compensation Committee is currently composed
of members Sarah Johnson, Chris Karlin (Chair) and Geoffrey Guilfoy. All of the members are independent directors as defined
under applicable Canadian and U.S. securities laws and Nasdaq listing standards at the relevant times. The Board has adopted a written
charter for the Compensation Committee, which is periodically reviewed. The charter is available on our website,
www.jewettcameron.com
,
under Corporate Governance Governance Documents. The Compensation Committee met three times in fiscal 2024. At times,
the Compensation Committee meets in executive session without management present. There were no interlocks among any members of the Compensation
Committee and any of our executive officers in fiscal 2024.
The Compensation Committee is responsible for
the following:
As in prior years, judgments regarding executive
compensation for fiscal 2024 have been primarily based upon the Board's assessment of each executive officers leadership performance
and their potential to enhance long-term shareholder value. The Board relied mostly on each director's business acumen and was not bound
by rigid guidelines, formulas or short-term changes in the share price when determining the amount and mix of elements regarding compensation
payable for each executive officer.
Key factors that affect the Boards overall
decision include the nature and scope of the executive officers responsibilities, their effectiveness in leading the Company's
initiatives to increase customer and shareholder value as well as productivity and growth, ensure compliance with applicable state and
federal laws and the ethics policies of the Company.
Based on all these factors, which the Board
considers relevant in making its determination of compensation payable, and in light of the Company's strong financial and operating
performance, the Board believes it has been in the shareholders best and long-term interests of the Company to ensure that the
overall level of salary is commensurate with overall performance and in keeping with the Company's ability to retain key members of the
management team.
The Boards decisions concerning specific
elements of fiscal 2024 compensation for individual executive officers, including the Chief Executive Officer, includes consideration
of the executive officer's level of responsibility, their overall performance and current salary. As noted above, in all cases, the specific
decisions involving the fiscal 2024 executive officer's compensation are ultimately based upon the Boards judgment about an individual
executive officers performance, their potential for future contributions and, more importantly, whether each particular payment
or award provides an appropriate incentive and recompense for a performance that will sustain and enhance long-term shareholder value.
Chad Summers Fiscal 2025 Compensation
Plan for serving as CEO: Base Salary = $300,000; Target Bonus = 50% of Base Salary; Annual Car Allowance = $12,000.
Mitch Van Domelens Fiscal 2025 Compensation
Plan for serving as CFO: Base Salary = $195,000; Target Bonus = 30% of Base Salary.
Executive Compensation
In this section
Named Executive Officer
or
NEO
means the chief executive officer (the
CEO
"), the chief financial officer (the
CFO
)
and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at
the end of the most recently completed fiscal year and whose total compensation exceeds C$150,000 as well as any additional individuals
for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the
most recently completed financial year end.
There are no other executive officers of the
Company whose total compensation exceeded C$150,000 during the fiscal year ended August 31, 2024 other than the CEO and CFO. The compensation
paid to the Named Executive Officers for the three most recently completed financial years of the Company is as set out below:
Summary Compensation Table
Share-
based awards ($)
Option-
based awards
(1)
($)
Chad Summers
(2)
CEO
300,000
295,833
266,667
30,000
30,428
19,500
N/A
N/A
N/A
17,133
39,572
78,100
Nil
Nil
Nil
Nil
Nil
Nil
22,500
20,500
23,100
369,633
386,333
359,767
Mitch Van Domelen
(3)
CFO Corporate Secretary
2024
2023
2022
178,333
170,833
167,229
13,375
9,422
6,804
N/A
N/A
N/A
40,125
50,578
38,696
Nil
Nil
Nil
Nil
Nil
Nil
22,500
20,500
19,037
254,333
251,333
231,835
Charles Hopewell
(4)(5)
Former CEO and Former Interim CFO
2024
2023
2022
N/A
Nil
120,781
N/A
Nil
528
N/A
N/A
N/A
N/A
Nil
60,000
N/A
Nil
Nil
N/A
Nil
Nil
N/A
Nil
29,600
N/A
Nil
181,309
Michael C. Nasser
(2)(6)
Former Corporate Secretary
2024
2023
2022
N/A
N/A
198,000
N/A
N/A
Nil
N/A
N/A
N/A
N/A
N/A
75,000
N/A
N/A
Nil
N/A
N/A
Nil
N/A
N/A
14,400
N/A
N/A
287,400
There was no other compensation paid to the
Named Executive Officers during the most recently completed financial year ended August 31, 2024 except for the contributions to each
Officers 401(k) Plan as disclosed above.
Outstanding Share-Based Awards and Option-Based
Awards
The following tables provide information
regarding all share-based and option-based awards outstanding as at August 31, 2024.
Name
Number
of securities underlying unexercised options
(#)
Option
exercise price
Option
expiration date
Value
of unexercised in-the-money options
(1)
Number
of shares or units of shares that have not vested
Market
or payout value of share-based awards that have not vested
Incentive Plan Awards - Value Vested or Earned During the Year
An
incentive plan
is
any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period. An
incentive plan award
means compensation awarded, earned, paid or payable under an incentive plan.
Name
Option-based
awards Value vested during the year
(1)
Share-based
awards Value vested during the year
(2)
Non-equity
incentive plan compensation Value earned during the year
Termination of Employment, Change in Responsibilities and Employment
Contracts
There are no employment contracts between the
Company and the Named Executive Officers except as described under the heading Management Contracts.
For the fiscal year ended August 31, 2024,
there were no other compensatory plans, contracts or arrangements between the Company and any Named Executive Officer, where the Named
Executive Officer is entitled to receive more than C$50,000 from the Company, including periodic payments or instalments, in the event
of:
Pension Arrangements
The Company
does not have any pension arrangements in place for the Named Executive Officers.
COMPENSATION COMMITTEE REPORT
The Compensation Committee
has reviewed and discussed the preceding Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management
and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that such Compensation Discussion
and Analysis be included in this Proxy Statement.
Members of the Compensation Committee
Chris Karlin (Chair)
Sarah Johnson
Geoffrey Guilfoy
Compensation
of directors
The Company currently has nine directors, one
of which is also a Named Executive Officer. For a description of the compensation paid to the Company's Named Executive Officer(s) who
also act as directors as at the end of the financial year ended August 31, 2024, see
Summary Compensation Table
.
Other than as disclosed elsewhere in this Information
Circular, no director of the Company who is not a Named Executive Officer has received, during the most recently completed financial year,
compensation pursuant to:
The Company formerly had an Incentive Stock
Option Plan. However, during the second quarter of fiscal 2020, the Board voted to terminate the Plan. As of January 17, 2025, the Company
has no stock options outstanding. Under the Restricted Share Plan ratified by disinterested shareholders at the Annual General and Special
Meeting held on February 8, 2019, the Company may grant restricted shares to directors, officers, employees and consultants of the Company
from time to time.
The maximum number of restricted shares available
for issuance under the Companys Restricted Share Plan will not exceed 1% of the then issued and outstanding number of common shares
of the Company at the time of the grant. As of August 31, 2024, the maximum number of shares available to be issued under the Restricted
Share Plan was 16,072. During the year ended August 31, 2024 the Company issued 5,903 common shares (fiscal 2023 3,557) to Officers,
Directors and Employees under the Restricted Share Plan. 575 (fiscal 2023 - 500) of these shares were issued to Directors without a Restricted
Period under the Companys S-8 Registration Statement filed on December 7, 2020. The remaining 5,328 shares (fiscal 2023
3,057) were issued to Officers and Employees and have a three-year Restricted Period.
Director Compensation Table
The compensation paid to the directors, other
than the Named Executive Officers, during the Companys most recently completed financial year is as set out below:
Name
Fees
earned
Share-based
awards
Option-based
awards
Non-equity
incentive plan compensation
Pension
value
All
other compensation
Total
Narrative Discussion
Other than amounts already included in the
above table, the Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company or its
subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or
for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of
this Information Circular.
The Board of Directors has approved additional
compensation for Directors other than Named Executive Officer members under the Companys Restricted Share Plan. Directors will
be granted 25 common shares for each fiscal quarter of service, with the amount earned during the year to be distributed by the end of
the first fiscal quarter of the following fiscal year.
In December 2023, the Company issued 575 Common
Shares to directors under the Restricted Share Plan. The value of the shares issued was $2,846.
In December 2024, the Company issued 750 Common
Shares to directors under the Restricted Share Plan. The value of the shares issued was $3,375.
Incentive Plan Awards - Outstanding Share-Based
Awards and Option-Based Awards
The following table sets forth information concerning
all awards outstanding under incentive plans of the Company pursuant to which compensation that depends on achieving certain performance
goals or similar conditions within a specified period, at the end of the most recently completed financial year, including awards granted
before the most recently completed financial year, to each of the Directors who are not Named Executive Officers:
Director
Name
Number
of securities underlying unexercised options
Option
exercise price
Option
expiration date
Value
of unexercised in-the-money options
Number
of shares or units of shares that have not vested
Market
or payout value of share-based awards that have not vested
Incentive Plan Awards - Value Vested or Earned During the Year
An incentive plan is any plan providing
compensation that depends on achieving certain performance goals or similar conditions within a specified period. An incentive plan
award means compensation awarded, earned, paid or payable under an incentive plan.
The value vested or earned during the most recently
completed financial year of incentive plan awards granted to Directors who are not Named Executive Officers are as follows:
Name
Option-based
awards
Share-based
awards Value vested during the year
Non-equity
incentive plan compensation Value earned during the year
PERFORMANCE GRAPH
The Company is listed on the NASDAQ Capital
Market (U.S.) under the symbol JCTC. The following graph compares the annual percentage change in the Companys cumulative total
shareholder return on its Common Shares with the cumulative total return on the SP 500 Index (the
SP 500
)
over the period from August 31, 2019 through August 31, 2024. The graph illustrates the cumulative return on $100 investment in Common
Shares made on August 31, 2018 as compared with the cumulative return on $100 investment in the SP 500 made on August 31, 2019. The
performance of the Common Shares of the Company as set out in the graph below does not necessarily indicate future price performance.
Pay Versus Performance
The following table sets forth compensation information
for our principal executive officer (PEO), and our other named executive officers (NEOs), for purposes of
comparing their compensation to the value of our shareholders investments and our net income, calculated in accordance with SEC
regulations, for fiscal years 2024, 2023, and 2022.
Summary
Compensation
Table
Total
for
PEO
(1)
Compensation
Actually
Paid
to
PEO
(2)
Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs
(3)
Average
Compensation
Actually
Paid
to
Non-PEO
NEOs
(4)
CORPORATE GOVERNANCE
General
National Instrument 58-101
Disclosure of
Corporate Governance Practices
(
NI 58-101
) requires issuers to disclose the corporate governance practices that
have been adopted according to guidance provided pursuant to National Policy 58-201
Corporate Governance Guidelines
(
NP
58-201
).
The Board believes that good corporate governance
improves corporate performance and ultimately benefits all shareholders. The Canadian Securities Administrators (the
CSA
)
have adopted NP58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers. In addition,
the CSA has implemented NI58-101, which prescribes certain disclosure by reporting issuers of its corporate governance practices.
This section sets out the Companys approach to corporate governance and addresses the Companys compliance with NI 58-101.
The Company is also subject to the requirements
of the U.S. Sarbanes-Oxley Act and the requirements of the Nasdaq Capital Market as well as comparable requirements under Canadian provincial
securities legislation, including those relating to the certification of financial and other information prepared by or under the direction
of the Companys chief executive officer and chief financial officer; oversight of the Companys external auditors; enhanced
independence criteria for audit committee members, the pre-approval of permissible non-audit services to be performed by the Companys
external auditors; and the establishment of procedures for the anonymous submission of complaints regarding the Companys accounting
practices (commonly known as whistleblower procedures). The Company has established a Whistleblower Policy which was adopted by the Board
on April 10, 2008. Details of the Whistleblower Policy are posted under the heading, Investor Relations on the Company's website at www.jewettcameron.com.
The Board believes that sound corporate governance
practices are essential to the effective, efficient and prudent operation of the Company and for the enhancement of shareholder value.
It is anticipated that the frequency of Board meetings may be increased, and the nature of the agenda items may be changed depending upon
the state of the Companys affairs and in light of opportunities and risks which the Company may face. The directors are kept abreast
of the Companys operations at Board meetings as well as through updates, reports and discussions with management.
The Company has a Corporate Governance Committee
of the Board. The members of the Corporate Governance Committee are Michelle Walker (Chair), Mike Henningsen and Subriana Pierce. The
Corporate Governance Committee recommends to the Board on governance matters, including corporate governance policies and the composition
and policies of the Board. The Corporate Governance Committee is also tasked with monitoring compliance with these policies once adopted.
These include policies that reflect best practices for sound governance, conflict of interest, and environmental and social (ESG) policies.
The Corporate Governance Committee is also responsible for policies related to Board member service, including evaluating the current
composition of the Board for the necessary diversity, experience, skills and judgment to meet the current and future needs of the Company.
It makes recommendations for committee members and chairs and evaluates each individual director for continued service. If it is determined
that additional directors are required, the Corporate Governance Committee will identify, recruit and interview candidates and make nominations
of qualified candidates to the Board.
The Corporate Governance Committee is responsible
for overseeing an annual evaluation of the Board; reviewing processes relating to Board meeting schedules and agendas and for our providing
information to the Board; reviewing the service of Board members and executive officers on the board of directors of any other company;
reviewing director and officer questionnaires; overseeing director education and continuing education programs; and evaluating shareholder
proposals and making recommendations to the Board regarding any such proposals.
Pursuant to the requirements of NI 58-101, the Company
is required to provide disclosure in this Information Circular of its corporate governance practices in accordance with Form 58-101F1,
which are as follows.
Board of Directors
Within the meaning of NI 58-201, a majority
of the members of the Companys current Board are considered independent. Mr. Hopewell, Mr. Karlin, Mr. Guilfoy, Mr.
Henningsen, Ms. Johnson, Ms. Walker, Ms. Pierce, and Mr. Wendler are considered independent. To encourage active participation from its
independent members, the Board facilitates candid communication at Board meetings through open discussions and by prompting independent
members for input on all issues brought before the Board.
The remaining member of the Board, Mr. Summers,
is considered not independent as Mr. Summers is a current officer of the Company.
The Board provides leadership for its independent
directors by ensuring that they understand their responsibilities and those of management and by encouraging the Board to work as a cohesive
team.
During the most recently completed financial
year, none of the existing directors or proposed directors of the Company were directors of any other reporting issuers.
During the past financial year ended August 31, 2024,
the Board held ten meetings. The Board also passed, by unanimous consent,
written resolutions on
nine occasions
executed by all of the directors.
Chairperson
The Board
Chair presides at each meeting of the Board and of shareholders, and is responsible for coordinating with management and the Corporate
Secretary to ensure that documents are delivered to directors in sufficient time in advance of Board meetings for a thorough review, that
matters are properly presented for consideration at meetings and that the Board has an appropriate opportunity to discuss issues at each
meeting.
Charles Hopewell serves the Board Chair and
is considered to be an independent director as of January 1, 2025.
Board Mandate
At the present time, the Board has not adopted
a formal written mandate. The Board is responsible for the general supervision and management of the Company and its business. Throughout
the year, the Board discharges its responsibilities directly or through its standing committees, the Audit Committee, Compensation Committee,
and Corporate Governance Committee. The Board meets on a regular basis during which it reviews current business operations, corporate
governance procedures and the financial results of the Company.
The fundamental responsibility of the Board
is to appoint a competent executive team, approve a strategic compensation plan, and to oversee the management of the business in accordance
with the British Columbia
Business Corporations Act
, and with a view to maximizing shareholder value and ensuring corporate conduct
in an ethical and legal manner via an appropriate system of corporate governance and internal controls. The Board is also charged with
approving guidelines, policies and goals for the Company.
Committees of the Board
The Board has established the following committees
comprised of the current members, and through the year ended August 31, 2024, was chaired by the individuals set out in the following
table:
(1) Charles Hopewell was added to the
Audit Committee on January 10, 2025.
Each committee is comprised of directors considered
to be independent. A detailed description of each committee is set forth above.
Position Descriptions
The Board has not prepared written descriptions
for the positions of Chair of the Board and the Chief Executive Officer. The Chair of the Board presides over all meetings of the directors
and shareholders, initiates the calling of directors' meetings and sets the agenda for directors' meetings as well as acts as a liaison
between the Board and other members of management. The Chief Executive Officers primary role is to manage the Company in an effective,
efficient and forward-looking way, to fulfill the priorities, goals and objectives as determined by the Board and within the context of
the Company's plans, and responsibilities, with a view to increasing shareholder value. The Chief Executive Officer reports directly and
is responsible to the Board.
Further, the Board has not adopted position
descriptions for the chair of the Audit Committee and Compensation Committee. However, the chair of the Audit Committee, Compensation
Committee, and Corporate Governance Committee is responsible on an informal basis for ensuring that an agenda is set for each applicable
meeting and that each Committee properly discharges its mandate.
Orientation and Continuing Education
The Board is responsible for establishing measures
in connection with the orientation of new Board members regarding the role of the Board, its directors, any applicable committees of the
Board and the nature and operation of the Companys business. From time to time, the Board will consider making recommendations
regarding the provision of continuing education for its Board members.
When new directors are appointed, they receive
orientation, commensurate with their previous experience, on the Companys operations, and on director responsibilities.
Board meetings may also include presentations
by the Companys management and employees to give the directors additional insight into the Companys business. In addition,
management of the Company makes itself available to discussions with all Board members.
Code of Business Conduct and Ethics
The Company and the Board are committed to
maintaining the highest standards of business conduct and ethics. Toward this end, the Board has adopted a formal code of business conduct
and ethics for its directors and officers (the
Code of Ethics
), which reflects the business practices and principles
of behaviour that support this commitment and in respect of which it monitors compliance. The Code of Ethics is available under the heading,
Investor Relations on the Company's website at www.jewettcameron.com. A copy of the Code of Ethics is also available upon request from
the Companys principal office in North Plains, Oregon. Since its implementation on April 10, 2008, there have been no material
deviations from the Code of Ethics which would require the filing of a material change report.
Nomination of directors
The Board is comprised of a majority of independent
directors. The Corporate Governance Committee is responsible for, amongst other things, the identification of new candidates for nomination
to the Board. Presently, the Committee analyzes the needs of the Board when a vacancy arises and identifies and recommends potential candidates
for consideration as Board members. In order to encourage an objective nomination process, the Committee and the Board may from time to
time seek outside assistance.
In selecting candidates for composition of
the Board, the Company favours the intrinsic qualities sought after in a director (whether male or female), such as management experience,
leadership, career success, understanding of financial questions, knowledge of the Company, its business and industry, reputation, and
complementarities with the other members of the Board and management.
Compensation
The Compensation Committee is responsible for,
among other things, making recommendations regarding the appropriate level of compensation payable to the Companys executive officers.
The process by which the Compensation Committee determines executive compensation is set out under
Compensation Discussion and
Analysis
above.
The current members of the Compensation Committee
are Chris Karlin, Geoffrey Guilfoy and Sarah Johnson. All of the members are independent directors as defined under applicable
Canadian securities laws at the relevant times.
The Corporate Governance Committee is responsible
for making recommendations regarding the appropriate level of compensation payable to the Companys Directors. The current members
of the Corporate Governance Committee are Michelle Walker (Chair), Mike Henningsen, and Subriana Pierce. All of the members are independent
directors as defined under applicable Canadian securities laws at the relevant times.
During the most recently completed financial
year ended August 31, 2024, the Company paid a cash consideration to the non-employee directors of the Company for director's services
during the financial year ended August 31, 2024 in accordance with the Companys policy for director compensation: Charles Hopewell
$18,000 (August 31, 2023 18,000), Geoffrey Guilfoy, $12,000 (August 31, 2023: $12,000), Sarah Johnson $12,000 (August 31, 2023:
$12,000), Chris Karlin $12,000 (August 31, 2023: $12,000), Michelle Walker $12,000 (August 31, 2023: $12,000), Michael Nasser $Nil (August
31, 2023: $8,000); Mike Henningsen, $12,000 (August 31, 2023: $8,000); Subriana Pierce $8,000 (August 31, 2023 - $Nil); Ian Wendler $8,000
(August 31, 2023 - $Nil).
No changes to the director compensation were
recommended by the Corporate Governance Committee for fiscal 2025.
Board Assessments
The Chair of the Board will provide oversight
on the evaluation of the Board, and of its committees as applicable. The Chair will receive comments from all directors and reports to
the Board, as necessary. All directors are free to make suggestions on the improvement of the Boards practices at any time and
are encouraged to do so.
On an annual
basis, the Corporate Governance Committee of the Board is responsible for reviewing the requisite skills and characteristics of prospective
Board members as well as the composition of the Board as a whole.
Director Term Limits
To date, the Company has not set director term
limits, nor provided any formal mechanism of Board renewal. However, each directors term ends no later than the next annual shareholders
meeting.
Gender Diversity on the Board of Directors and Senior Management
The Company believes that a Board made up of
highly qualified individuals from diverse backgrounds promotes better corporate governance, performance and effective decision-making.
While the Company has not adopted a specific policy regarding Board or executive diversity, including the level of representation of women
on the Board and in management, in selecting candidates for such positions, the Company gives appropriate consideration to women along
with a variety of other factors including the skills, qualities, experience and expertise to find the best candidate to be an effective
member of the Board and/or in executive officer positions.
The Board has not, at this time, adopted any
fixed targets or quotas relating to the representation of women on the Board or in executive officer positions as it does not believe
that quotas or a formulaic approach, or a specific policy, necessarily result in the identification or selection of the best candidates.
Currently,
the Company has three women serving on its Board (33.3%), but no women that are executive officers (0%).
SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS
401(k) Plan
The Company has a deferred compensation 401(k)
plan (the
401(k) Plan
) to allow for a non-elective discretionary contribution based on the first $45,000 of eligible
income.
The Companys aggregate contribution
to the 401(k) Plan for the following five financial years each ended August 31, was:
There are no un-funded liabilities.
The contributions for the following Named
Executive Officers for the five most recent financial years ended August 31 were:
Restricted Share Plan
In January 2025, the Companys
Board has approved the 2024 Restricted Share Plan (the
RSA Plan
) and which is to be approved by the shareholders
of the Company at the Meeting. The RSA Plan allows the Company to grant, from time to time, restricted shares as compensation to directors,
officers, employees and consultants of the Company. The Restricted Shares are subject to restrictions, including the period under which
the shares will be restricted (the Restricted Period) and subject to forfeiture which is determined by the Board at the
time of the grant. The recipient of Restricted Shares is entitled to all of the rights of a shareholder, including the right to vote such
shares and the right to receive any dividends, except that the shares granted under the RSA Plan are non-transferable during the Restricted
Period.
The maximum number of Common Shares reserved
for issuance under the RSA Plan will not exceed 1% of the then issued and outstanding number of Common Shares at the time of the grant.
The maximum number of shares available to be issued under the RSA Plan is 35,181 shares.
Other Equity Compensation Plans
The following table sets forth securities of the Company
that are authorized for issuance under equity compensation plans as at the end of the Companys most recently completed fiscal year:
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
Number
of securities remaining available for future issuance under equity compensation plans (excluding
securities reflected in column (a))
(c)
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No director, executive officer, employee or
former director, executive officer or employee of the Company was indebted to the Company as at the date hereof or at any time during
the most recently completed financial year of the Company. None of the proposed nominees for election as a director of the Company, or
any associate of any director, executive officer or proposed nominee, was indebted to the Company as at the date hereof or at any time
during the most recently completed financial year of the Company.
The Company has not provided any guarantees,
support agreements, letters of credit or other similar arrangement or understanding for any indebtedness of any of the Companys
directors, executive officers, proposed nominees for election as a director, or associates of any of the foregoing individuals as at the
date hereof or at any time during the most recently completed financial year of the Company.
INTEREST OF INFORMED PERSONS IN MATERIAL
TRANSACTIONS
An
informed person
means:
(a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed
person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the
company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of
the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the
Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares. Since the commencement of the
Companys most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate
of an informed person or nominee, had any material interest, direct or indirect, in any transaction, in any transaction or any proposed
transaction which has materially affected or would materially affect the Company or any of its subsidiaries.
MANAGEMENT CONTRACTS
There are no management functions of the Company
or any of its subsidiaries which are to any substantial degree performed by a person or company other than by the directors or executive
officers of the Company or its subsidiaries.
PROPOSAL THREE
The Audit Committee appointed Davidson
Company LLP to serve as our independent registered public accounting firm for the fiscal year ending August 31, 2025. Neither our Bylaws
nor other governing documents or law require stockholder ratification of the selection of Davidson Company LLP as our independent
auditors. However, the Audit Committee is submitting the selection of Davidson Company LLP to the shareholders for ratification
as a matter of good corporate governance.
The affirmative vote of a majority of the votes
cast by the holders of all of the shares present in person or by proxy and voting at the Meeting is required to ratify the selection of
Davidson Company LLP. Abstentions are not counted as votes for or against this proposal.
In the event the shareholders fail to ratify
the appointment of Davidson Company LLP, the Audit Committee may reconsider its selection. Even if the selection is ratified, the
Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the
Audit Committee believes that such a change would be in our best interests and in the best interests of our shareholders.
Representatives of Davidson Company LLP
are not expected to be present at the Meeting.
Management recommends that shareholders vote
to ratify the re-appointment of Davidson Company LLP, Chartered Accountants, of 1200 609 Granville Street, P.O. Box 10372,
Pacific Centre, Vancouver, British Columbia, as independent auditors for the Company and to authorize the Audit Committee to fix their
remuneration. Davidson Company LLP has served as the Company's auditors since July 1987.
External Auditor Service Fees
The Audit Committee has reviewed the nature and
amount of the non
-
audited services provided by Davidson Company LLP, Chartered Accountants, to the Company to ensure auditor
independence. Fees incurred for audit and non
-
audit services in the last two fiscal years for audit fees are outlined in the following
table:
Fees
Paid to Auditor in Year
Ended
August 31, 2024
Fees
Paid to Auditor in Year
Ended
August 31, 2023
All Other Fees - Non-audit Services
Since the commencement of the Company's most
recently completed financial year, the Audit Committee has approved all non-audit services provided by Davidson Company LLP, Chartered
Accountants, which non-audit services fees represented costs for the reviews of the Company's quarterly financial reporting on Form 10-Q.
The cost to the Company for each review of the Form 10-Q was $10,500 for the first two quarters and $10,000 for the 3
rd
quarter
for an aggregate total of $31,000 in fiscal 2024.
AUDIT COMMITTEE REPORT
The Audit Committee assists the Board in fulfilling
its oversight responsibilities relating to: (1) the Companys accounting and financial reporting principles and policies and its
internal controls and procedures; (2) the Companys financial statements and financial information to be provided to the stockholders;
and (3) the independence, qualifications and performance of the Companys independent registered public accounting firm and the
independent audit.
The Audit Committee members include Mr. Guilfoy,
Mr. Karlin, and Mr. Wendler, each of whom has been determined independent by the Board. In addition, based upon their background and experience,
Mr. Guilfoy qualifies as audit committee financial expert. The Board has adopted a written charter for the Audit Committee, which can
be viewed on the Companys website at
www.jewettcameron.com
, under Corporate Governance Governance Documents
Davidson Company LLP was the principal
accountant engaged to audit the financial statements of the Company for the year ended August 31, 2024. The Audit Committee has reviewed
and discussed those audited financial statements with the Companys management and Davidson Company LLP. The Audit Committee
has also discussed with Davidson Company LLP the matters required to be discussed by the applicable requirements of the Public Company
Accounting Oversight Board (PCAOB) and the SEC.
The Audit Committee discussed with Davidson
Company LLP the firms independence, and received from Davidson Company LLP the written disclosures and the letter concerning
independence as required by PCAOB Ethics and Independence Rule 3526 (Communication with Audit Committees Concerning Independence), including
the scope of Davidson Company LLP 's audit, the Companys critical accounting policies and estimates, new accounting guidance
and the critical audit matters addressed during the audit. Davidson Company LLP has provided to the Audit Committee the written
disclosures and the letter concerning independence required by PCAOB standards and the Audit Committee has discussed with Davidson
Company LLP the latters independence.
Based on the foregoing review and discussions,
the Audit Committee recommended to the Board that the Companys audited financial statements be included in the Companys
Annual Report on Form 10-K for the year ended August 31, 2024, for filing with the SEC.
Respectfully submitted,
Geoffrey Guilfoy
Ian Wendler
Chris Karlin
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE RE-APPOINTMENT OF DAVIDSON COMPANY LLP, CHARTERED ACCOUNTANTS, AS JEWETT-CAMERON'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING AUGUST 31, 2025 AND TO AUTHORIZE THE AUDIT COMMITTEE TO FIX THE REMUNERATION OF SAID AUDITORS.
PROPOSAL FOUR
Shareholders will be requested to confirm,
ratify and approve all acts, deeds and business done by, and the proceedings of, the directors and officers of the Company on behalf of
the Company during the preceding year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF ALL ACTS, DEEDS AND BUSINESS DONE BY, AND PROCEEDINGS OF, THE DIRECTORS AND OFFICERS OF THE COMPANY ON BEHALF OF THE COMPANY
DURING THE PRECEDING YEAR.
PROPOSAL FIVE
ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION
The
Dodd-Frank Wall Street Reform and Consumer
Protection Act
of 2010 and Section14A of the
Securities Exchange Act of 1934
(the Exchange Act) entitle the
Company's shareholders to vote to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed
in this Information Circular pursuant to the SECs rules.
The Company's executive compensation programs are
designed to (1)motivate and retain executive officers, (2)reward the achievement of the Company's short-term and long-term
performance goals, (3)establish an appropriate relationship between executive pay and short-term and long-term performance, and
(4)align executive officers interests with those of the Company's shareholders. Under these programs, the Company's executive
officers are rewarded for the achievement of financial operating goals and the realization of increased shareholder value. Please read
the section herein entitled Compensation Discussion and Analysis for additional details about the Company's executive compensation
programs, including information about the fiscal year 2024 compensation of the Company's named executive officers.
The Board of Directors continually reviews the compensation
programs for the Company's executive officers to ensure they achieve the desired goals of aligning the Company's executive compensation
structure with the interests of the Company's shareholders and current market practices.
The Company is asking shareholders to indicate their
support for the Company's named executive officer compensation as disclosed in this Information Circular. This proposal, commonly known
as a say-on-pay proposal, gives the Company's shareholders the opportunity to express their views on the Company's executive
compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company's
named executive officers and the philosophy, policies and practices described in this Information Circular. Accordingly, the Company asks
its shareholders to vote FOR the following resolution at the Annual General Meeting:
RESOLVED, that the compensation paid
to the Company's named executive officers, as disclosed in the Company's Information Circular for the 2025 Annual General Meeting of Shareholders
pursuant to Item402 of RegulationS-K, including the compensation tables and narrative discussion, is hereby APPROVED.
The say-on-pay vote is advisory, and therefore not
binding on the Company. The Company's Board of Directors value the opinions of the Company's shareholders and to the extent there is any
significant vote against the named executive officer compensation as disclosed in this Information Circular, the Company will consider
the concerns of the shareholders and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION.
PROPOSAL SIX
On January 10, 2025, the Board of Directors approved
and ratified the adoption by the Company of the 2024 Restricted Share Plan (the
Restricted Share Plan
), in the form
attached as Schedule B hereto. The Restricted Share Plan allows the Company to grant, from time to time, restricted shares
to directors, officers, employees and consultants of the Company.
The Restricted Share Plan's principal purpose is to
attract and motivate directors, officers, employees or consultants, and thereby advance the Company's interests by affording such persons
with an opportunity to acquire an equity interest in the Company, through the issuance of restricted shares.
The Restricted Share Plan contains the following principal
provisions:
The foregoing is only a summary of the principal terms
of the Restricted Share Plan and is qualified in its entirety by reference to the actual terms and conditions of the Restricted Share
Plan, attached as Schedule B hereto.
The approval of the Restricted Share Plan will require
Disinterested Shareholder Approval, being the approval of a majority of the votes cast by shareholders, subject to the approval
and ratification of the Restricted Share Plan by disinterested shareholders at the Meeting. Shareholders will be asked to consider and,
if deemed advisable, to approve, with or without variation, an ordinary resolution to approve the Restricted Share Plan. The text of the
ordinary resolution which Management intends to place before the Meeting for approval is as follows:
RESOLVED, that:
1.the
restricted share plan of the Company, substantially in the form attached as Schedule B to the management information circular
of the Company dated January 17, 2025 (the
Restricted Share Plan
) be and is hereby approved, including the reservation
for issuance thereunder at any time of a maximum number of restricted shares equal in number to 1% of common shares of the Company as
at the time of issuance, and adopted as the restricted share plan of the Company;
2.the
form of the Restricted Share Plan may be amended in order to satisfy applicable laws, the requirements or requests of any regulatory authorities,
including any stock exchange, without requiring further approval of the shareholders of the Company;
3.any
one director or officer of the Company is authorized and directed, on behalf of the Company, to take all necessary steps and proceedings
and to execute, deliver and file any and all declarations, agreements, documents, and other instruments and do all such other acts and
things that may be necessary or desirable to give effect to this resolution; and
4.the
directors of the Company may revoke these resolutions before they are acted upon without further approval of the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF ANY PERMITTED AMENDMENTS TO OR VARIATIONS OF ANY MATTER IDENTIFIED IN THE NOTICE.
PROPOSAL SEVEN
The Company knows of no other matters that
are likely to be brought before the Meeting. If, however, other matters not presently known or determined properly come before the Meeting,
the persons named as Proxyholders on the accompanying Proxy or their substitutes will vote such Proxy with respect to such matters in
accordance with their discretion.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF VOTING ON ANY OTHER MATTERS THAT MAY COME PROPERLY BEFORE THE MEETING AT THE DISCRETION OF THE PROXYHOLDERS.
PROPOSALS OF SHAREHOLDERS
Meeting Materials sent to Beneficial Shareholders
who have not waived the right to receive Meeting Materials are accompanied by a Voting Instruction Form (
VIF
). This
VIF is provided instead of a Proxy. By returning the VIF in accordance with instructions as provided on it, a Non-Registered Shareholder
is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIFs, whether provided
by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.
In either case, the purpose of this procedure
is to permit Non-Registered Shareholders to direct the voting of the shares which they beneficially own.
Non-Registered Shareholders
receiving a VIF cannot use that form to vote common shares directly at the Meeting - Non-Registered Shareholders should carefully follow
the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.
Should a Non-Registered Shareholder
who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Non-Registered Shareholder may request
a legal proxy as set forth in the VIF, which will grant the Non-Registered Shareholder or their nominee the right to attend and vote at
the Meeting.
Proposals which shareholders wish to be considered
for inclusion in the Information Circular and proxy card for the 2026 Annual General Meeting of Shareholders must be received by the Corporate
Secretary of the Company on or before August 31, 2025, and must comply with the requirements of Rule 14a-8 under the Securities Exchange
Act of 1934, as amended, and Division 7 of Part 5 of the British Columbia
Business Corporations Act
.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's combined Annual Report
to Shareholders and Annual Report on Form 10-K for the year ended August 31, 2024 accompanies this Information Circular. Additional copies
will be furnished upon request and without charge to Beneficial Shareholders or Registered Shareholders by contacting Investor Relations,
c/o Jewett-Cameron Trading Company Ltd., PO Box 1010, North Plains, Oregon USA 97133.
ADDITIONAL INFORMATION
Additional information relating to the Company
is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov.
Financial information on the Company is provided
in the Company's comparative financial statements and the accompanying management's discussion and analysis for the most recently completed
financial year ended August 31, 2024. Printed copies of the Company's financial statements and the accompanying management's discussion
and analysis may be obtained upon request from the Company, PO Box 1010, North Plains, Oregon, USA 97133, and are available for online
viewing through the Company's SEDAR profile at www.sedar.com or on the SEC database at www.sec.gov.
APPROVAL AND CERTIFICATION
The contents of this Information Circular have
been approved and this mailing has been authorized by the Directors of the Company.
Where information contained in this Information
Circular, rests specifically within the knowledge of a person other than the Company, the Company has relied upon information furnished
by such person.
The foregoing contains no untrue statement
of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not
misleading in the light of the circumstances in which it was made.
Dated at Vancouver, British Columbia, this
17th day of January 2025.
Chad Summers
President, CEO and Director
35
SCHEDULE A
AUDIT COMMITTEE CHARTER
Purpose of the Committee
The purpose of the Audit Committee (the Committee)
of the Board of the Company is to provide an open avenue of communication between management, the Companys independent auditors
and the Board and to assist the Board in its oversight of:
The Committee shall also perform any other
activities consistent with this Charter, the Companys Articles and governing laws as the Committee or Board deems necessary or
appropriate.
The Committee shall consist of at least three
directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of
the Committee shall elect a Chair from among their number. A majority of the members of the Committee must not be officers or employees
of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers
or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may
determine its own procedures.
The Committees role is one of oversight.
Management is responsible for preparing the Companys financial statements and other financial information and for the fair presentation
of the information set forth in the financial statements in accordance with generally accepted accounting principles (GAAP).
Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial
reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.
The independent auditors responsibility
is to audit the Companys financial statements and provide their opinion, based on their audit conducted in accordance with generally
accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of
operations and cash flows of the Company in accordance with GAAP.
The Committee is responsible for recommending
to the Board the independent auditors to be nominated for the purpose of auditing the Companys financial statements, preparing
or issuing an auditors report or performing other audit, review or attest services for the Company, and for reviewing and recommending
the compensation of the independent auditors. The Committee is also directly responsible for the evaluation of and oversight of the work
of the independent auditors. The independent auditors shall report directly to the Committee.
Authority and Responsibilities
In addition to the foregoing, in performing
its oversight responsibilities the Committee shall:
A-2
SCHEDULE B
2024 RESTRICTED SHARE PLAN
Article 1. GENERAL
Article 2. DEFINITIONS
(a)
Award
means a grant of Restricted Shares under the Plan, subject to the terms and conditions of the Plan and the applicable Award Agreement.
(b)
Award
Agreement
means a Restricted Share Award Agreement between the Company and a Participant evidencing the terms and conditions
of an Award of Restricted Shares.
(c)
Board
shall mean the Board of Directors of the Company.
(d)
Cause
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in
the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i)such
Participants commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of Canada, the
United States or any province, territory or state thereof; (ii) such Participants attempted commission of, or participation in,
a fraud or act of dishonesty against the Company; (iii)such Participants intentional, material violation of any contract
or agreement between the Participant and the Company or of any fiduciary or statutory duty owed to the Company; (iv)such Participants
unauthorized use or disclosure of the Companys confidential information or trade secrets; or (v)such Participants
gross misconduct or willful omission. The determination that a termination of the Participants Service is either for Cause or without
Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Service of a Participant was terminated
with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination
of the rights or obligations of the Company or such Participant for any other purpose.
(e)
Change
in Control
means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the
Effective Date:
(i)any
Person or any group of Persons acting together which would constitute a group for purposes of Section13(d) of the
Exchange Act (excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company) is or becomes the beneficial owner, as defined in Rule
13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing more than 20% of the combined voting power
of the Companys then outstanding voting securities; or
(ii)there
is consummated a reorganization, recapitalization, merger or consolidation, in a single transaction or series of related transactions,
involving the Company, unless (i)immediately after the consummation of such transaction, the voting securities of the Company immediately
prior to such transaction continue to represent or are converted into more than 50% of the combined voting power of the then-outstanding
voting securities of the Person resulting from such transaction, and (ii)no Person, as a result of such transaction or series of
related transactions, is or becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, directly or indirectly,
of securities of the Company representing more than 20% of the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors (or comparable governing body) of the successor entity, except to the extent that such
ownership existed prior to any such transaction; or
(iii)the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or
(iv)there
is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Company
of all or substantially all of the Companys assets, other than such sale or other disposition by the Company of all or substantially
all of the Companys assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned
by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, except with
respect to clause (ii)above, a Change in Control shall not be deemed to have occurred by virtue of the consummation
of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Company immediately
prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially
all of the shares of, an entity which owns, either directly or through a subsidiary, all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.
(f)
Code
means the Internal Revenue Code of 1986, as amended from time to time, and any successor provisions.
(g)
Company
means Jewett Cameron Trading Company Ltd., a British Columbia corporation.
(h)
Compensation
Committee
shall mean such Board committee as may be designated by the Board to administer the Plan.
(i)
Common
Shares
shall mean the Companys common shares without par value per share.
(j)
Director
shall mean any person who is serving as a member of the Board of Directors.
(k)
Exchange
Act
means the Securities Exchange Act of 1934, as amended, and any successor thereto.
(l)
Fair
Market Value
means, as of any date, the closing price of the Common Shares as reported by the NASDAQ Stock Market. In the event
there are not such Common Shares transactions on such date, the Fair Market Value shall be determined as of the immediately preceding
date on which there were Common Share transactions. If there is no regular trading market for the Companys Common Shares, the Fair
Market Value of the Common Shares shall be determined by the Board in good faith.
(m)
Officer
means any person designated by the Company as an officer.
(n)
Participant
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.
(o)
Person
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity.
(p)
Plan
shall mean this Jewett Cameron Trading Company Ltd. 2024 Restricted Share Plan.
(q)
Restricted
Shares
means the number of Common Shares subject to a Restricted Share Award.
(q)
Restricted
Share Award
means an award of Common Shares which is granted pursuant to the terms and conditions of Article 5.
(r)
Restricted
Share Award Agreement
means a written agreement between the Company and a holder of a Restricted Share Award evidencing the
terms and conditions of a Restricted Share Award grant. Each Restricted Share Award Agreement will be subject to the terms and conditions
of the Plan.
(s)
Restricted
Period
means the time period(s) over which an Award vests as set forth in Article 5.3 of the Plan.
(t)
Service
shall mean the tenure of an individual as an Officer or Director.
Article 3. PLAN
ADMINISTRATION
Article 4. SHARES
SUBJECT TO PLAN
Article 5. RESTRICTED
SHARES
The transferability of this certificate
and the common shares represented by this certificate are subject to the terms and conditions (including forfeiture) of the Jewett Cameron
Trading Company Ltd. 2024 Restricted Share Plan and an Award Agreement entered into by the registered owner and Jewett Cameron Trading
Company Ltd. Copies of such Plan and Award Agreement are on file in the offices of Jewett Cameron Trading Company Ltd.
(a)If a Participants
Service shall be terminated by reason of disability, retirement, death of the Participant, then all outstanding Awards granted to such
Participant shall become one hundred percent (100%) vested on the date of such termination of Service.
(b)For purposes of
this Section5.9, the term
disability
shall have the meaning set forth in Code Section22(e)(3).
Article 6. TERMINATION,
AMENDMENT, AND MODIFICATION OF PLAN
(a)ensure
compliance with applicable laws, regulations or policies, including but not limited to the rules and policies of any stock exchange on
which the Common Shares are listed for trading;
(b)provide
additional protection to the Company's shareholders or to Participants;
(c)remove
any conflicts or other inconsistencies which may exist between any terms of the Plan or an Award Agreement and any provisions of any applicable
laws, regulations or policies, including but not limited to the rules and policies of any stock exchange on which the Common Shares are
listed for trading;
(d)cure
or correct any typographical error, ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error;
(e)facilitate
the administration of the Plan;
(f)amend
the definitions of the terms used in the Plan, the dates on which Participants may become eligible to participate in the Plan; or
(g)make
any other change that is not expected to materially adversely affect the interests of the Company's shareholders or of holders of Restricted
Shares.
Article 7. MISCELLANEOUS
This plan has been reviewed and adopted by Jewett
Cameron Trading Companys Board of Directors on January 10, 2025 and shall be submitted to its shareholders for review and approval
as soon as possible.
32275 NW Hillcrest
P.O. Box 1010
North Plains, Oregon 97133 USA
Telephone (503) 647-0110
Facsimile (503) 647-2272
TO BE HELD AT 10:00 A.M. ON FEBRUARY 21, 2025
1.
To receive the audited financial statements of the Company for the year ended August 31, 2024 and the
report of the auditors thereon;
2.
To fix the number of directors at nine;
3.
To elect directors for the ensuing year;
4.
To appoint Davidson Company LLP, Chartered Accountants, as auditors of the Company for the ensuing
year and to authorize the directors to fix the auditor's remuneration;
5.
To confirm, ratify and approve all actions of the directors and officers carried out on behalf of the
Company during the preceding year;
6.
To vote, on an advisory basis, on the compensation of the Companys named executive officers as
set forth in the Compensation of Executive Officers section of this Proxy Statement and Information Circular;
7.
To consider and, if thought fit, pass an ordinary resolution approving the 2024 Restricted Share Plan
of the Company; and
8.
To transact any such other business as may properly be brought before the Meeting or any adjournment thereof.
P.O. Box 1010
North Plains, Oregon, USA 97133
Telephone (503) 647-0110
Facsimile (503) 647-2272
(a)
each matter or group of matters identified therein for which a choice is not specified other than the
appointment of an auditor and the election of directors,
(b)
any amendment to or variation of any matter identified therein, and
(c)
any other matter that properly comes before the Meeting.
2
(a)
executing a proxy bearing a later date; or
(b)
executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder
or the shareholders authorized attorney in writing, or, if the shareholder is a company, under its corporate seal by an officer
or attorney duly authorized, and by depositing the proxy bearing a later date with Computershare Investor Services Inc., or at the address
of the registered office of the Company at 700-401 West Georgia Street, Vancouver, British Columbia, V6B5A1, at any
time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the date that precedes
any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided
by law; or
(c)
by the registered shareholder personally attending the Meeting and voting the registered shareholders
Common Shares.
3
Shareholder Name
Number
of Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly
(1)(2)
Percentage
of Outstanding Shares
Oregon Community Foundation
1,048,534
29.8%
Comprehensive Financial Planning
393,400
11.2%
(1)
This information was supplied to the Company from insider reports and beneficial ownership reports filed
with the SEC as well as SEDI.
(2)
The holdings represent registered and beneficial ownership, and for the purposes hereof, beneficial ownership
is presumed where sole voting and dispositive power is declared without disclaiming ownership.
(a)
audited financial statements for the year ended August 31, 2024;
(b)
auditors report thereon; and
(c)
management's discussion and analysis for the year ended August 31, 2024.
4
5
PROPOSAL TWO: ELECTION OF DIRECTORS
6
Nominee
Position with the Company and Province/State and Country of Residence
Occupation,
Business or Employment
(2)
Director
of the Company Since
Committee
Membership
Common
Shares Beneficially Owned, Directly or Indirectly, or Over Which Control of Direction is Exercised
(1)
charles
hopewell
Director and Board Chair
Oregon, USA
February 9, 2017
Audit Committee
19,828
Chris karlin
Director
Oregon, USA
December 26, 2018
Audit and Compensation Committee
650
Sarah johnson
Director
Oregon, USA
July 24, 2017
Compensation Committee
650
Geoffrey
Guilfoy
Director
Oregon, USA
August 8, 2019
Audit and Compensation Committee
650
MICHELLE
WALKER
Director
Oregon, USA
June 4, 2021
Governance Committee
325
CHAD SUMMERS
Director, President and CEO
Oregon, USA
November 6, 2022
None
16,068
MIKE HENNINGSEN
Director
Washington, USA
December 9, 2022
Governance Committee
175
SUBRIANA
PIERCE
California, USA
December 14, 2023
Governance Committee
75
Ian WENDLER
Oregon, USA
Mr. Wendler was named a Director in December 2023. He is currently Vice President and General Manager of Americas at Dover Corporations Vehicle Service Group (VSG). He previously held executive roles from Operations, to Engineering, to Marketing, and Business across Dover operating companies supporting OEM Automotive, Government, Industrial, Consumer, and Aftermarket segments in Engineered Products. Before joining Dover, he held Engineering and Management roles with RadiSys in Telecommunications and Gaming.
December 14, 2023
Audit Committee
75
(1)
The number of shares beneficially owned by the proposed nominees for directors, directly or indirectly,
is based on information furnished by Computershare Investor Services Inc., the registrar and transfer agent of the Company, by the nominees
themselves or from insider reports available on EDGAR at www.sec.gov.
(2)
The information as to principal occupation, business or employment and Common Shares beneficially owned
or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee
has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years unless
otherwise indicated.
7
8
(a)
was subject to an order that was issued while the proposed director was acting in the capacity as director,
chief executive officer or chief financial officer; or
(b)
was subject to an order that was issued after the proposed director ceased to be a director, chief executive
officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director,
chief executive officer or chief financial officer.
9
(i)
each director of the Company;
(ii)
each of the Named Executive Officers of the Company; and
(iii)
all directors and executive officers as a group.
Name and Address of
Beneficial Owner
Shares Beneficially Owned
(1)
Percentage of Shares Beneficially Owned
Charles hopewell
Director and Board Chair
Oregon, USA
19,828
0.56%
Chris Karlin
Director
Oregon, USA
650
0.02%
Sarah johnson
Director
Oregon, USA
650
0.02%
GEOFFREY GUILFOY
Director
Oregon, USA
650
0.02%
MICHELLE WALKER
Director
Oregon, USA
325
0.01%
MIKE HENNINGSEN
Director
Washington State, USA
175
CHAD SUMMERS
Chief Executive Officer, President and Director
Oregon, USA
16,068
0.46%
MITCH VAN DOMELEN
Chief Financial Officer and Corporate Secretary
Oregon, USA
5,897
0.17%
SUBRIANA PIERCE
Director
California, USA
75
IAN WENDLER
Director
Oregon, USA
75
All officers and directors (10 persons)
44,393
1.26%
(1)
Based on information obtained from publicly filed insider reports and from the Company.
10
Name
Age
Position
Position Held Since
Charles Hopewell
68
Director
Board Chair
February 2017
January 2022
Geoffrey Guilfoy
74
Director
August 2019
Sarah Johnson
45
Director
July 2017
Chris Karlin
63
Director
December 2018
Michelle Walker
50
Director
June 2021
Chad Summers
51
Chief Executive Officer
President
Director
January 2022
May 2021
November 2022
Mike Henningsen
62
Director
December 2022
Mitch Van Domelen
43
Chief Financial Officer
Corporate Secretary
January 2022
December 2022
Subriana Pierce
58
Director
December 2023
Ian Wendler
49
Director
December 2023
11
12
13
·
overseeing and evaluating our overall compensation
structure, policies and programs, and assessing whether they establish appropriate incentives and leadership development opportunities
and whether they encourage unnecessary and excessive risk;
·
reviewing corporate goals relevant to the compensation
for executives, including our President and Chief Executive Officer, and evaluating performance in light of those goals; and reviewing,
approving and (where appropriate) recommending for the approval of the full Board the compensation arrangements for executives, including
our President and Chief Executive Officer;
·
reviewing and making recommendations to the Board
regarding incentive compensation and equity-based plans; and approving any other compensation plans for which shareholder approval is
not required;
·
administering our stock incentive plan and annual
non-equity incentive compensation program;
·
reviewing senior management selection, overseeing
succession planning, and reviewing leadership development, and reviewing whether compensation and other programs promote such development;
and
·
reviewing the results of advisory votes on executive
compensation and making recommendations to the Board regarding appropriate responses, as appropriate, and making recommendations to the
Board on the frequency of such votes.
14
15
Non-equity incentive plan compensation ($)
Name and Principal Position
Year
Salary
($)
Annual incentive plans
($)
Long-term incentive plans
($)
Pension value
($)
All other Compensation
($)
(2)
Total Compensation ($)
(4)
2024
2023
2022
(1)
The
fair value of the option-based awards was determined on the grant date using the Black-Scholes
option pricing model. The Company uses the Black-Scholes option pricing model because it
is a widely used and generally accepted method of estimating the fair value of stock options
for accounting purposes.
(2)
Chad
Summers is a current director of the Company but has received no compensation for services
as a director.
(3)
Mitch
Van Domelen was appointed CFO on January 1, 2022 and was appointed to the additional position
of Corporate Secretary effective December 31, 2022.
(4)
All
other compensation for each Named Executive Officer is contributions made on their behalf
to the 401(k) Plan.
(5)
Share-based
awards for Charles Hopewell for fiscal 2022 are shares issued under the Companys Restricted
Share Plan and is for his service as a Director. Mr. Hopewell resigned as CEO and Interim
CFO on January 1, 2022.
(6)
Mr.
Nasser resigned as Corporate Secretary effective December 31, 2022.
16
Option-based
Awards
Share-based
Awards
(a)
(b)
($)
(c)
(d)
($)
(e)
(#)
(f)
($)
(g)
Chad Summers
CEO
Nil
N/A
N/A
N/A
9,730
$44,855
Mitch Van Domelen
(2)
CFO and Corporate Secretary
Nil
N/A
N/A
N/A
5,418
$24,977
(1)
This amount is calculated based on the difference between the market value of the securities underlying
the options at the end of the most recently completed financial year, which was $4.61, and the exercise or base price of the option.
(2)
Mitch Van Domelen was appointed CFO on January 1, 2022 and was appointed to the additional position of
Corporate Secretary effective on December 31, 2022.
(a)
($)
(b)
($)
(c)
($)
(d)
Chad Summers
CEO
Nil
$10,583
$17,133
Mitch Van Domelen
CFO and Corporate Secretary
Nil
$8,455
4$0,125
(1)
The fair value of the option-based awards was determined on the grant date using the Black-Scholes option
pricing model. The Company uses the BlackScholes option pricing model because it is a widely used and generally accepted method of estimating
the fair value of stock options for accounting purposes.
(2)
The fair value of the share-based awards was determined using the closing price of the Companys
shares on the NASDAQ Stock Exchange on the grant date.
17
(a)
the resignation, retirement or any other termination of employment of the Named Executive Officers
employment with the Company;
(b)
a change of control of the Company; or
(c)
a change of the Named Executive Officers responsibilities following a change in control.
(a)
any standard arrangement for the compensation of directors for their services in their capacity as directors,
including any additional amounts payable for committee participation or special assignments;
(b)
any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of
directors in their capacity as directors except for the granting of stock options; or
(c)
any arrangement for the compensation of directors for services as consultants or experts.
18
(a)
($)
(b)
($)
(c)
($)
(d)
($)
(e)
($)
(f)
($)
(g)
($)
(h)
Charles Hopewell
$18,000
$495
$ Nil
$ Nil
$ Nil
$ Nil
$18,495
Geoffrey Guilfoy
$12,000
$495
$ Nil
$ Nil
$ Nil
$ Nil
$12,495
Sarah Johnson
$12,000
$495
$ Nil
$ Nil
$ Nil
$ Nil
$12,495
Chris Karlin
$12,000
$495
$ Nil
$ Nil
$ Nil
$ Nil
$12,495
Michelle Walker
$12,000
$495
$ Nil
$ Nil
$ Nil
$ Nil
$12,495
Mike Henningsen
$12,000
$371
$ Nil
$ Nil
$ Nil
$ Nil
$8,371
Subriana Pierce
(1)
$8,000
$ Nil
$ Nil
$ Nil
$ Nil
$ Nil
$8,000
Ian Wendler
(1)
$8,000
$ Nil
$ Nil
$ Nil
$ Nil
$ Nil
$8,000
(1)
Ms. Pierce and Mr. Wendler were appointed as directors on December 14, 2023.
19
Option-based
Awards
Share-based
Awards
(a)
(#)
(b)
($)
(c)
(d)
($)
(e)
(#)
(f)
($)
(g)
Charles Hopewell
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Geoffrey Guilfoy
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Sarah Johnson
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Chris Karlin
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Michelle Walker
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Mike Henningsen
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Subriana Pierce
(1)
Nil
$ Nil
N/A
N/A
Nil
$ Nil
Ian Wendler
(1)
Nil
$ Nil
N/A
N/A
Nil
$ Nil
(1)
Ms. Pierce and Mr. Wendler were appointed as directors on December 14, 2023.
20
(a)
Value vested during the year
($)
(b)
($)
(c)
($)
(d)
Charles Hopewell
$ Nil
$450
$ Nil
Geoffrey Guilfoy
$ Nil
$450
$ Nil
Sarah Johnson
$ Nil
$450
$ Nil
Chris Karlin
$ Nil
$450
$ Nil
Michelle Walker
$ Nil
$450
$ Nil
Mike Henningsen
$ Nil
$450
$ Nil
Subriana Pierce
(1)
$ Nil
$338
$ Nil
Ian Wendler
(1)
$ Nil
$338
$ Nil
(1)
Ms. Pierce and Mr. Wendler were appointed as directors on December 14, 2023.
2020
2021
2022
2023
2024
JCTCF
94
132
79
56
57
SP 500
119
154
135
154
193
Year
Value
of Initial Fixed $100 Investment Based on Total Shareholder Return
(5)
Net Income
(Loss)
2024
$
398,065
$
395,645
$
266,861
$
265,313
$
43.49
$
721,753
2023
$
386,333
$
384,640
$
251,333
$
249,016
$
42.64
$
(20,626
)
2022
$
359,767
$
359,767
$
231,835
$
231,835
$
60.00
$
1,164,123
(1)
The dollar amounts reported are the amounts of total compensation reported for our PEO, Chad Summers, in the Summary Compensation Table for fiscal years 2024, 2023, and 2022.
(2)
The dollar amounts reported represent the amount of compensation actually paid, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for PEO Chad Summers during the applicable year after adjusting for the fair value of restricted shares issued under Jewett-Camerons Restricted Share Plan.
21
(3)
The dollar amounts reported are the average of the total compensation reported for our NEO, other than our PEO, Mitch Van Domelen, who served as Chief Financial Officer for fiscal years 2024, 2023, and 2022.
(4)
The dollar amounts reported represent the amount of compensation actually paid, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for our NEO Mitch Van Domelen during the applicable year after adjusting for the fair value of restricted shares issued under Jewett-Camerons Restricted Share Plan.
(5)
Assumes an investment of $100 for the period starting on August 31, 2021 through the end of the listed fiscal year. The closing prices of the Companys common stock as reported on NASDAQ, as applicable, on the following trading days were: (i) $10.60 on August 31, 2021; (ii) $6.36 on August 31, 2022; (iii) $4.52 on August 31, 2023; and (iv) $4.61 on August 31, 2024.
22
23
Committee
Members
Audit Committee
(1)
Geoffrey Guilfoy (Chair), Chris Karlin, and Ian Wendler
Compensation Committee
Chris Karlin (Chair), Geoffrey Guilfoy and Sarah Johnson
Corporate Governance
Michelle Walker (Chair), Mike Henningsen, and Subriana Pierce
24
25
2020
2021
2022
2023
2024
$439,368
$530,311
$516,991
$344,336
$117,319
Name
2020
2021
2022
2023
2024
Michael C. Nasser
(2)
$14,850
$14,400
$14,400
$10,800
Nil
Charles Hopewell
(1)
$28,600
$29,600
$29,600
Nil
Nil
Chad Summers
(3)
N/A
N/A
$23,100
$20,500
$22,500
Mitch Van Domelen
(3)
N/A
N/A
$19,106
$20,500
$22,500
(1)
Mr.
Hopewell served in the capacity of Interim CFO from February 2017 to January 2022.
(2)
Mr.
Nasser resigned as Corporate Secretary effective December 31, 2022.
(3)
Chad Summers and Mitch Van Domelen
were appointed as CEO and CFO, respectively, on January 1, 2022.
26
Plan Category
Equity compensation plans approved by securityholders
N/A
N/A
16,072
Equity compensation plans not approved by securityholders
N/A
N/A
N/A
Total
N/A
N/A
17,251
27
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Nature of Services
Audit Fees
(1)
$
110,000
$
90,000
Audit-Related Fees
(2)
$Nil
$Nil
Tax Fees
(3)
$
15,238
$
10,238
All Other Fees
(4)
$
31,000
$
30,000
Total
$
156,238
$
132,238
(1)
Audit Fees
include fees necessary to perform the annual audit of the Companys
consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected
in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort
letters, consents, reviews of securities filings and statutory audits.
(2)
Audit-Related Fees
include services that are traditionally performed by the auditor.
These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions,
internal control reviews and audit or attest services not required by legislation or regulation.
(3)
Tax Fees
include fees for all tax services other than those included in Audit
Fees and Audit-Related Fees. This category includes fees for tax compliance, tax planning and tax advice. Tax planning
and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings
or technical advice from tax authorities.
(4)
All Other Fees
include all other non-audit services.
28
29
RATIFICATION OF ACTS AND DEEDS OF DIRECTORS
30
ADOPTION OF 2024 RESTRICTED SHARE PLAN
·
the maximum number of Common
Shares reserved for issuance under the Restricted Share Plan will not exceed 1% of the then issued and outstanding number of Common Shares
at the time of grant of an award of restricted shares;
·
at the time a grant of restricted
shares is made, the Board shall establish the period of time during which such restricted shares will be restricted and subject to forfeiture
(the
Restricted Period
);
·
during the Restricted Period,
the restricted shares may not be transferred, sold, exchanged, pledged or otherwise disposed of by the holder, other than (a) if the holder
is deceased, (ii) by applicable laws of descent and distribution, or (iii) as otherwise determined by the Board of Directors. Otherwise,
during the Restricted Period, the holder of the restricted shares will have all other rights of a holder of Common Shares including the
right to vote such shares and the right to receive any cash dividends;
·
in the event that the holder
of restricted shares ceases to be a director, officer, employee or consultant of the Company during the Restricted Period, those restricted
shares which have not vested will be forfeited to the Company for no consideration; and
·
upon expiration of the Restricted
Period and any other conditions of grant, the restrictions on such restricted shares will lapse, and such shares shall be delivered to
the holder free and clear of any resale restrictions and legends, except as otherwise may be required under applicable laws.
31
OTHER MATTERS
32
/s/Chad Summers
JEWETT-CAMERON TRADING COMPANY LTD.
(the
Company
)
(a)
the integrity, adequacy and timeliness of the Companys financial reporting and disclosure practices;
(b)
the Companys compliance with legal and regulatory requirements related to financial reporting;
and
(c)
the independence and performance of the Companys independent auditors.
1.
Monitor the adequacy of this Charter and recommend any proposed changes to the Board.
2.
Review the appointments of the Companys Chief Financial Officer and any other key financial executives
involved in the financial reporting process.
3.
Review with management and the independent auditors the adequacy and effectiveness of the Companys
accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
A-
1
4.
Review with management and the independent auditors the annual financial statements and related documents
and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including
matters required to be reviewed under applicable legal or regulatory requirements.
5.
Where appropriate and prior to release, review with management any news releases that disclose annual
or interim financial results or contain other significant financial information that has not previously been released to the public.
6.
Review the Companys financial reporting and accounting standards and principles and significant
changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements,
alternatives thereto and the rationale for decisions made.
7.
Review the quality and appropriateness of the accounting policies and the clarity of financial information
and disclosure practices adopted by the Company, including consideration of the independent auditors judgment about the quality
and appropriateness of the Companys accounting policies. This review may include discussions with the independent auditors without
the presence of management.
8.
Review with management and the independent auditors significant related party transactions and potential
conflicts of interest.
9.
Pre-approve all non-audit services to be provided to the Company by the independent auditors.
10.
Monitor the independence of the independent auditors by reviewing all relationships between the independent
auditors and the Company and all non-audit work performed for the Company by the independent auditors.
11.
Establish and review the Companys procedures for the:
(a)
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls
or auditing matters; and
(b)
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial
reporting and disclosure matters.
12.
Conduct or authorize investigations into any matters that the Committee believes is within the scope of
its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it
considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
13.
Perform such other functions and exercise such other powers as are prescribed from time to time for the
audit committee of a reporting company in Parts 2 and 4 of Multilateral Instrument 52-110 of the Canadian Securities Administrators, the
Business Corporations Act (British Columbia) and the Articles of the Company.
JEWETT-CAMERON TRADING COMPANY LTD.
(the
Company
)
1.1
Purpose
. The purpose of the Plan is to help the Company secure and retain the services
of qualified eligible reward recipients by providing such persons an incentive to increase their interest in the Company and recognize
their contributions to the success in the Company.
1.2
Participants
. Officers and Directors are eligible to receive Restricted Share Awards
designated by the Board, or who are reasonably expected to become Officers or Directors after the receipt of Restricted Share Awards.
1.3
Effective Date
. The Plan becomes effective after the approval of the Plan by the Board
of Directors and the Common Shareholders.
2.1
Definitions. As used herein, the following definitions will apply to the terms indicated
below:
B-
1
B-
2
3.1
Administration by Board.
The Board will administer the Plan. The Board may delegate
administration of the Plan to a Committee or Committees, as provided in Article 3.3.
3.2
Power of the Board
. The Board shall have full authority and discretion: (a)to
determine, consistent with the provisions of this Plan, which of the Officers and Directors will be granted Awards, the times at which
Awards shall be granted, and the number of Restricted Shares covered by each Award; (b)to construe and interpret the Plan; (c)to
determine the terms and provisions of each respective Award Agreement, which need not be identical; and (d)to make all other determinations
and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations
shall be conclusively binding upon all persons for all purposes.
3.3
Delegation to Committee.
The Board may delegate some or all of the administration
of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection
with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including
the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any delegation of administrative powers will
be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as
applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee.
The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some
or all of the powers previously delegated.
3.4
Effect of Boards Decision.
All determinations, interpretations and constructions
made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
4.1
Shares Available
. Subject to adjustment pursuant to the provisions of Article4.2
hereof, the number of Common Shares to be reserved and set aside for issue from treasury hereunder pursuant to Award Agreements shall
not exceed 1% of the then issued and outstanding number of Common Shares at the time of the grant of an Award. Restricted Shares granted
pursuant to the Plan shall be issuable only from treasury.
B-
3
4.2
Stock Adjustments; Mergers and Combinations
. Notwithstanding any other provision in
this Plan, if the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind
of shares or other securities of the Company or of any other corporation by reason of any merger, consolidation, liquidation, recapitalization,
reclassification, stock split up, combination of shares, or stock dividend, the total number of shares set forth in Article4.1
of the Plan shall be proportionately and appropriately adjusted by the Board.
4.3
Acceleration of Vesting
. Subject to Article4.2, upon a Change in Control, Awards,
to the extent not previously vested, shall vest with the restrictions lapsing notwithstanding the provisions of Article5.9 hereof.
4.4
Cancelled, Terminated or Forfeited Awards
. Any Common Shares subject to any portion
of an Award which for any reason, expires, or is cancelled, terminated or otherwise forfeited, shall again be available for distribution
under the Plan.
4.5
No Fractional Shares
. No fractional Restricted Shares shall be awarded under the Plan.
All fractions will be rounded up to the nearest whole Restricted Share.
5.1
Awards and Award Agreements
. Each Award granted hereunder shall be evidenced by minutes
of a meeting of the Board or Committee authorizing the same and by a written Award Agreement dated as of the date of grant and executed
by the Company and the Participant, which Award Agreement shall set forth such terms and conditions as may be determined by the Compensation
Committee to be consistent with the Plan. Each Award shall have a Restricted Period as determined by the Board or Committee. After the
Board or Committee determines that it will grant an Award to a Participant, it will deliver an Award Agreement to the Participant containing
the terms under which the Restricted Shares may become vested and the number of Common Shares that the Participant shall be entitled
to receive upon vesting of the Award. The Award shall be accepted by the Participant executing and delivering the award Agreement in
the manner specified by the Board or Committee.
5.2
Purchase Price
. Restricted Shares shall be offered under the Plan for such consideration
in cash or services as is determined by the Board or Committee and set forth in the applicable Award Agreement.
5.3
Restricted Period
. At the time an Award is made, the Board or Committee shall establish
period(s) of time during which the Restricted Shares granted shall be restricted and subject to forfeiture (the
Restricted
Period
). The duration of the Restricted Period and the limitations on transferability will be set forth in the Award Agreement.
Each Award may have a different Restricted Period as determined by the Board or Committee in its discretion.
5.4
Non-transferability of Awards
. No Restricted Shares awarded under the Plan shall be
transferred, sold, exchanged, pledged or otherwise disposed of by a Participant during the Restricted Period, other than (i)by
the Participants last will and testament, (ii)by the applicable laws of descent and distribution, or (iii)as otherwise
determined by the Board or Committee. The provisions of the Plan and each applicable Award Agreement shall be binding upon the Participants
executors, administrators, personal representatives, and heirs.
5.5
Rights of Stockholder
. Except as provided in Article 5.4, the Participant shall have
with respect to Restricted Shares all of the rights of a stockholder in the Company holding the class of Common Shares that is the subject
of the Restricted Shares including, if applicable, the right to vote the shares and, if granted by the Board or Committee, the right
to receive any cash dividends.
5.6
Risk of Forfeiture
. In the event a Participant shall cease to be an Officer or Director
for any reason (including by reason of Cause), then except as otherwise set forth in this Article5.6 or in Article5.9, the
Participant shall, for no consideration, forfeit to the Company all Restricted Shares granted to the Participant pursuant to an Award
Agreement that have not previously vested. Upon the unanimous approval of the Board or Committee (except that if the Participant whose
Restricted Shares are at issue is a member of the Committee, then that Participant will abstain from the decision), the Board or Committee
may decide to accelerate the vesting of all or any portion of the Restricted Shares that had not vested prior to the date the Participants
service terminates.
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5.7
Certificate Representing Restricted Shares and Book Entry
. At the time of grant of
an Award, the Company may issue certificates or cause such Restricted Shares to be issued in the name of the Participant on the books
and records of the Company that evidence the Restricted Shares pending the lapse of applicable restrictions; and if a certificate is
issued, such certificate shall bear a legend making reference to such restrictions substantially in the following form (or such other
form as the Board or Committee shall specify):
5.8
Shares Upon Vesting
. Upon the expiration of the Restricted Period and the satisfaction
of any other conditions specified in an applicable Award Agreement, the restrictions applicable to an Award of Restricted Shares shall
lapse and the number of Common Shares shall be delivered by the Company as soon as administratively feasible, free and clear of such
restrictions and legends, except any that may be imposed by law. A new stock certificate or record on the books and records of the Company
for the balance of any Restricted Shares shall be issued with applicable restrictive legends and held in escrow by the Company pending
lapse of such restrictions.
5.9
Effect of Death, Disability, Retirement or Other Termination of Service
.
6.1
The Board may at any time terminate, and may at any time and from time to time and in any
respect amend or modify, the Plan; provided, however, that no such action of the Board without approval of the shareholders of the Company
may increase the total number of Common Shares subject to the Plan except as contemplated in Section4.3 hereof, and provided further
that no termination, amendment, or modification of the Plan shall without the written consent of the Participant holding an Award adversely
affect the rights of the Participant with respect to such Award.
6.2
For greater clarity, the Board may make certain amendments to the Plan, an Award, an Award
Agreement or the Restricted Shares without obtaining the approval of its shareholders or of a Participant with respect to amendments
which are intended to:
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7.1
Service
. Nothing in the Plan or in any Award granted hereunder or in any Award Agreement
relating thereto shall confer upon any Participant the right to continue Service.
7.2
Other Compensation Plans
. The adoption of the Plan shall not affect any other compensation
plans in effect for the Company, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation
for Participants.
7.3
Plan Binding on Successors
. The Plan shall be binding upon the successors and assigns
of the Company.
7.4
Singular; Plural; Gender
. Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine gender.
7.5
Applicable Law
. This Plan shall be governed by and construed in accordance with the
laws of the Province of British Columbia.
7.6
Headings, etc., No Part of Plan
. Headings of articles and sections hereof are inserted
for convenience and reference; they constitute no part of the Plan.
7.7
Severability
. If any provision or provisions of this Plan shall be held to be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. If any provision of this Plan is found to be unenforceable, the remainder shall be enforced as fully as possible and
the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely
representing the original intent as expressed in this Plan.
7.8
Withholding
. The Company shall have the power and the right to deduct or withhold,
or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state and local taxes required by
law or regulation to be withheld with respect to any taxable event arising as a result of the Award, if any. No delivery of Common Shares
or payment of any accumulated dividends in respect thereof shall be made unless and until appropriate arrangements for the payment of
such taxes have been made. With respect to withholding required upon any taxable event arising as a result of the Award granted hereunder,
the Participant may elect, subject to the approval of the Board or Committee, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Common Shares of the Company having a Fair Market Value on the date the tax is to be determined
equal to the minimum statutory total tax that could be imposed on the transaction. Alternatively, the Participant may elect for such
taxes to be withheld from other compensation otherwise due to the Participant from the Company and provided Participants other
compensation is sufficient to cover such taxes. All such elections shall be irrevocable, made in writing and signed by the Participant,
and shall be subject to any restrictions or limitations that the Board or Committee, in its sole discretion, deems appropriate. All such
elections shall be made and filed with the Board or Committee in the manner determined by the Board or Committee on or before the Vesting
Date, or such earlier date as shall be determined by the Board or Committee. If an election has not been made by the Participant, or
the amount of the taxes required to be withheld has not been remitted by the Participant to the Company on or before the Vesting Date,
the Company shall, on such Vesting Date, withhold shares of the Company having a Fair Market Value equal to the tax required to be withheld
from the Restricted Shares vesting pursuant to this Award on such date.
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7.9
Code Section83(b) Elections
. Section83(b) of the Code permits a recipient
of Restricted Shares to elect, within thirty (30)days following the date of grant of the Award, to elect to immediately recognize
ordinary income in an amount equal to the fair market value of the Restricted Shares on the date of the grant (an
83(b) Election
).
A Participant shall only make an 83(b) Election in accordance with requirements of the Code relating to 83(b) Elections.
7.10
Limitation of Liability and Indemnification
. No member of the Board or the Committee
will be liable for any action or determination taken or made in good faith with respect to the Plan, an Award or any Restricted Shares
and each such member shall be entitled to indemnification by the Company with respect to any action or determination in the manner provided
for by the Board or the Committee.
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