Sylogist Shareholders Reminded to Vote FOR Director Nominees Using Only the BLUE Proxy

May 05, 2026 12:54 PM EDT | Source: Sylogist Ltd.

  • Approximately 45% of all Sylogist shares voted in favour of Sylogist Director Nominees
  • A leading independent proxy advisory firm has provided full endorsement to Sylogist-endorsed nominees, while rejecting OneMove's Case
  • Shareholders who have questions or require assistance voting should contact Laurel Hill Advisory Group Toll-Free by calling 1-877-452-7184 (Canada & USA) or 1-416-304-0211 (international), texting "INFO" to either number, emailing assistance@laurelhill.com or visiting the website at www.sylogist.com/agm-sm

Calgary, Alberta--(Newsfile Corp. - May 5, 2026) - Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Corporation"), a leading public sector SaaS company, is encouraging shareholders to vote as soon as possible on the BLUE proxy FOR the Corporation's six director nominees and Board-supported OneMove nominee Mary Filippelli prior to the proxy voting deadline for the Annual and Special Meeting of Shareholders (the "Meeting") to be held on May 12, 2026.

In order to be counted at the meeting, shareholders must ensure that their votes are received in advance of the proxy voting deadline this Friday, May 8, 2026, at 10 AM MT.

Strong Shareholder Support

Approximately 45% of all Sylogist shares have been voted on the BLUE proxy in support of the Sylogist Director Nominees. Now the leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has recommended that shareholders vote as their Board of Directors recommends using only the BLUE proxy.

For a summary of the many reasons why Sylogist shareholders should vote today to protect their investment in Sylogist, please see Sylogist's Management Information Circular and letters to shareholders available at www.sylogist.com/agm-sm.

The ISS report highlights key concerns for all Sylogist shareholders regarding Tyler Proud's attempts to put his interests ahead of those of other shareholders, stemming from outlandish demands he made during failed negotiations noting:

"...the extensive observer, consultation, and information rights sought in the current contest add an additional layer that could raise the question of whether Proud's preferred shareholder representative is expected to function as an extension of himself, with the requested rights serving as an insurance mechanism."

ISS made its recommendations following engagement with both Sylogist and Mr. Proud, assessed the facts, and reached an informed and independent conclusion that OneMove "has not established a compelling case at this time for additional change, much less a majority position."

This is clear, independent validation for the Board's approach and voting recommendation to shareholders, which reflects a fair and proportionate outcome: proportional OneMove representation on the Board, consistent with Mr. Proud's ownership interest. Mr. Proud has refused to accept an outcome that is in the interests of all shareholders, instead demanding majority control of four of seven Board seats - nearly four times his ownership interest - without paying shareholders a premium for that control.

Board Recommendation

The Board of Directors unanimously recommends that shareholders vote using only the BLUE proxy or BLUE voting instruction form as follows:

ResolutionBoard Recommendation
Receipt of financial statements for year ended December 31, 2025 FOR
Appointment of KPMG LLP as auditors✓ FOR
Election of Sylogist's six director nominees + Mary Filippelli✓ FOR
Remaining three OneMove nominees (Franklin-Adams, Bassett-Spiers, Proud)Χ WITHHOLD
Ratification of Shareholder Rights Plan✓ FOR

 

How to Vote

Shareholders are urged to vote well in advance of the proxy voting deadline of May 8, 2026, at 10 AM MT. Votes may be cast online at www.proxyvote.com or www.investorvote.com, by telephone at 1-866-732-VOTE (8683) toll free in North America, or by completing and returning the BLUE form of proxy in the prepaid envelope provided.

If you have inadvertently voted on the dissident's proxy, you still have time to change your vote to support Sylogist by voting on the BLUE proxy. Your latest dated proxy will be the one that counts at the Meeting.

Shareholder Questions and Voting Assistance

If you have questions or require assistance voting, please contact Sylogist's proxy solicitation agent:

Laurel Hill Advisory Group Toll-Free (Canada & U.S.): 1-877-452-7184 | International: 1-416-304-0211 Text "INFO" to either number | Email: assistance@laurelhill.com

About Sylogist

Sylogist provides mission-critical SaaS solutions to public sector customers globally across the government, non-profit, and education market segments. The Corporation's stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist can be found at www.sedarplus.ca (http://www.sedarplus.ca) or at www.sylogist.com (http://www.sylogist.com).

Media Contact:

FGS Longview
Joel Shaffer, Justine Hall
sylogist@fgslongview.com

Forward-looking Statements

Certain statements in this news release may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements typically use words such as will, believe, intend, ensure, would or continue, seek or the negative of these terms, variations thereof or similar terminology. By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature. It is therefore possible that the beliefs and plans and other forward-looking expectations expressed herein will not be achieved or will prove inaccurate. Forward-looking statements in this news release include those relating to the potential for continued engagement with OneMove, the intentions of OneMove and the impact of electing its nominees, the outcome of the votes at the Meeting, the potential requirement for the Corporation to pay OneMove's expenses at the meeting, the approval of the Rights Plan by shareholders and its effect. Although Sylogist believes that the expectations reflected in these forward-looking statements are reasonable, it provides no assurance that these expectations will prove to have been correct. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include the possibility of further engagement with OneMove, that the outcome of the votes at the Meeting will have the anticipated impact, the amount and nature of OneMove's expenses, which could be material to the Corporation, the nature and extent of OneMove's intentions and their potential adverse or other impact on the business, operations and financial condition of the Corporation, and that the impact of the ratification of the plan by shareholders or the failure to obtain such ratification. Additional information regarding some of these risks, uncertainties and other factors may be found in the Corporation's Annual Information Form for year ended December 31, 2025, and in the Management's Discussion and Analysis for the year and quarter ended December 31, 2025, and other documents available on the Corporation's profile at www.sedarplus.ca. Although, Sylogist believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Sylogist disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/296032

info

Source: Sylogist Ltd.

Prêt à annoncer en toute confiance?

Envoyez-nous un message, et un membre de notre équipe TMX Newsfile communiquera avec vous pour discuter de vos besoins.

Communiquez avec nous