Emerita Responds to Withhold Campaign and Urges Shareholders to Vote for All Six Director Nominees
Emerita Resources has responded to a public withhold campaign by urging shareholders to vote for all six of its director nominees ahead of the upcoming annual general and special meeting. The company says the campaign is misleading and argues that continuity, board experience, and recent governance progress are essential to advancing its projects and protecting shareholder value.
Why Emerita Is Pushing for Support
In its statement, Emerita said the board has been actively engaged in strengthening governance while moving forward on corporate and project priorities. The company emphasized that five of its six director nominees are independent, and noted that three of the six nominees joined the board since April 2026, which it presents as evidence of recent renewal.
Emerita is asking shareholders to support the full slate because it believes a unified board will help preserve strategic direction during a critical period. The company also said the withhold campaign does not provide alternative nominees, which it views as a gap in the activist proposal.
What the Campaign Is About
The activist campaign is asking shareholders to withhold votes from three directors: David Patterson, Marilia Bento, and Catherine Stretch. Emerita’s statement says shareholders are being asked to oppose certain nominees without being offered replacement candidates, which the company argues could create unnecessary instability.
According to the company, the annual meeting is scheduled for August 25, 2026, and shareholders are being encouraged to submit their votes before the proxy deadline of 10:00 a.m. Toronto time on Friday, August 21, 2026. Emerita says prompt voting is important to avoid uncertainty in the lead-up to the meeting.
Board Structure and Voting Context
Emerita’s proxy materials indicate that director elections are handled individually rather than as a single slate vote. Under the company’s majority voting policy, shareholders may vote for or withhold from each nominee separately, and a nominee who receives more withheld votes than votes in favor is expected to submit a resignation.
The company’s current response is designed to secure support for each nominee individually while preserving the existing board structure. Emerita says this approach supports continuity and allows the board to keep working through ongoing technical, legal, and development matters without disruption.
Key points from Emerita
- The company is urging shareholders to vote for all six nominees.
- Five of the six nominees are independent.
- Three nominees joined the board since April 2026.
- The company says the withhold campaign does not offer alternative nominees.
- The proxy deadline is 10:00 a.m. Toronto time on Friday, August 21, 2026.
Governance and Shareholder Message
Emerita says it has already taken steps to improve governance and sharpen disclosure, while continuing to advance its business. The board is presenting itself as a stable option at a time when the company wants shareholders to focus on long-term execution rather than short-term activist pressure.
The company’s message is straightforward: it believes the current board is better positioned to manage the next phase of work than a board reshaped by a withhold campaign. Emerita argues that changing directors without replacement nominees could slow decision-making and make it harder to maintain momentum.
What Shareholders Should Review
Before voting, shareholders should review the management information circular, director biographies, and proxy instructions carefully. The company’s voting process allows shareholders to make separate decisions on each nominee, so the outcome may depend on how investors weigh continuity against the concerns raised by the activist group.
Emerita’s statement is meant to reassure investors that the board remains focused on shareholder interests and that recent changes to the board have already brought in new perspective. The company is asking investors to judge the nominees on governance, independence, and execution rather than on the claims in the withhold campaign.
FAQ
Q: What is Emerita asking shareholders to do?
A: The company is asking shareholders to vote for all six of its director nominees at the upcoming annual general and special meeting.
Q: Who is being targeted in the withhold campaign?
A: The campaign is focused on David Patterson, Marilia Bento, and Catherine Stretch.
Q: When is the voting deadline?
A: Emerita says the proxy deadline is 10:00 a.m. Toronto time on Friday, August 21, 2026.
Q: When is the meeting?
A: The annual general and special meeting is scheduled for August 25, 2026.
Q: Does the campaign include replacement nominees?
A: Emerita says no replacement nominees have been proposed.
Q: How many of the nominees are independent?
A: Emerita says five of the six director nominees are independent.
