SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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 Under Rule 14a-12|
|DIRTT Environmental Solutions Ltd.|
(Name of Registrant as Specified in Its Charter)
22NW FUND, LP
22NW FUND GP, LLC
22NW GP, INC.
ARON R. ENGLISH
RYAN W. BRODERICK
BRYSON O. HIRAI-HADLEY
ALEXANDER B. JONES
CORY J. MITCHELL
DOUGLAS A. EDWARDS
SCOTT L. ROBINSON
SCOTT C. RYAN
KENNETH D. SANDERS
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
|(1)||Title of each class of securities to which transaction applies:|
|(2)||Aggregate number of securities to which transaction applies:|
|(3)||Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):|
|(4)||Proposed maximum aggregate value of transaction:|
|(5)||Total fee paid:|
|☐||Fee paid previously with preliminary materials:|
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|(1)||Amount previously paid:|
|(2)||Form, Schedule or Registration Statement No.:|
22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), together with the other participants named herein (collectively, “22NW”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the meeting of shareholders of DIRTT Environmental Solutions Ltd., an Alberta corporation (the “Company”) for which it has delivered a requisition to the Board of Directors of the Company pursuant to section 142 of the Business Corporations Act (Alberta).
On January 14, 2022, 22NW issued the following press release:
22NW Provides Update on Requisition of
DIRTT Shareholder Meeting
SEATTLE, January 14, 2022 /GNW/ - 22NW Fund, LP (“22NW”) today provided an update on its requisition of a shareholders meeting of DIRTT Environmental Solutions Ltd. (NASDAQ: DRTT) (“DIRTT”). 22NW is the largest shareholder of DIRTT, holding almost 19% of DIRTT’s outstanding shares.
22NW filed its definitive proxy statement pursuant to Section 14(a) of The Securities Exchange Act of 1934 on EDGAR on January 7, 2022 in connection with DIRTT’s announced annual and special meeting of shareholders scheduled to be held on April 26, 2022 (the “Meeting”).
Today, 22NW’s Canadian counsel delivered to counsel to the Special Committee (the “Special Committee”) of DIRTT’s board of directors (the “Board”) executed documents from the beneficial owners of approximately 50.4% of DIRTT’s outstanding shares in support of the election of 22NW’s six candidates nominated for election to the Board. While 22NW acknowledges that the support its candidates have received is non-binding because no record date has been set for the Meeting and shareholders are free to change their minds at any time prior to the Meeting, 22NW provided this information to show the Special Committee and Board that a majority of DIRTT’s shareholders clearly support 22NW’s efforts and wish to reconstitute the Board immediately rather than waiting until late April for the Meeting. 22NW believes that it is incumbent upon the Board to respect the will of DIRTT’s shareholders, the true owners of the company, and resolve this matter expeditiously in accordance with shareholders’ wishes.
FOR MORE INFORMATION
For further information or to receive a copy of the report filed in connection with this press release, please see DIRTT’s profile on the SEDAR website (http://www.sedar.com) or contact Aron English at 206-227-3078 or email@example.com.