CALGARY, ALBERTA -- (Marketwired) -- 05/20/14 -- GASFRAC Energy Services Inc. ("GASFRAC" or the "Company") (TSX: GFS) today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy firm and an affiliate of Institutional Shareholder Services Inc., and Glass Lewis & Co. ("Glass Lewis"), a leading U.S. independent proxy firm, have both recommended that, among other things, GASFRAC shareholders vote "FOR" all of the six nominees that were proposed in the Management Information Circular.
In addition to the favourable recommendation for the board nominees, Glass Lewis and ISS have recommend that holders vote "FOR" fixing the number of directors at six; the appointment of PricewaterhouseCoopers LLP as for the ensuing year and the approval of the stock option plan.
The Company has reviewed the ISS analysis of the Share Award Unit Incentive Plan and notes their recommendations to improve the plan. In response to the recommendation by ISS, GASFRAC's Board of Directors has approved an amendment to the Company's Share Unit Award Plan to: 1) limit the shares to be issuable under the Plan to 2% of the number of common shares that are issued and outstanding, 2) limit the non-employee director share reserve under the plan to 0.5% of the number of common shares that are issued and outstanding, and 3) limit the annual individual non-employee director grant to a maximum $50,000.
The resolution in respect of the Share Award Unit Incentive Plan to be put before the shareholders at the annual and special meeting will be revised to incorporate the above-described amendment. The Company understands that ISS will issue a new recommendation in response to the Share Award Unit Incentive Plan amendment.
The annual and special meeting of shareholders is scheduled for 4:00 p.m. (Calgary time) on May 27, 2014, where the Company will seek approval for these matters. The deadline for voting is 4:00 p.m. (Calgary Time) on May 23, 2014.
Shareholders are encouraged to review the Management Information Circular of GASFRAC, dated April 27, 2014, which provides a detailed discussion of the proposed matters to be considered at the meeting. The Management Information Circular is available on SEDAR at www.sedar.com.
How to Vote
Due to essence of time, shareholders are urged to vote today using the methods below. Please vote in sufficient time for your vote to be received prior to 4:00 p.m. Calgary time on May 23, 2014.
Shareholders who have physical certificates representing GASFRAC shares may vote by fax. To vote please fax the proxy voting form to 1-403-265-1455. If you did not receive your proxy or need assistance in voting, please contact Shorecrest Group, GASFRAC's proxy solicitation agent, at 1-888-637-5789 or collect at 647-931-7454.
Shareholders who hold their shares through a broker or other intermediary may vote via the internet at www.proxyvote.com or follow the instructions found on the voting instruction form. Shareholders who have questions or need any additional information should contact their professional advisors or contact Shorecrest toll-free at 1-888-637-5789, locally at 647-931-7454 or by email at firstname.lastname@example.org.
GASFRAC Energy Services, Inc. is an oil and gas technology and service company headquartered in Calgary, Alberta and the sole provider of waterless gelled LPG fracturing technology in North America.
Requests for shareholder information should be directed to:
James M Hill
Chief Executive Officer