Dye & Durham, OneMove enter settlement agreement

Executive Summary

• Dye & Durham Ltd. has finalized a settlement agreement with OneMove Capital Ltd. and its CEO, Tyler Proud, securing their vote in favor of the company's full board slate at the upcoming Annual General and Special Meeting (AGM) scheduled for December 31, 2025.
• The agreement includes customary standstill provisions and results in immediate board changes, including the appointment of Edward Smith as the new Chair of the Board and the addition of Wendy Cheah as OneMove’s nominee.
• The company is restructuring its board to include six nominees for election at the AGM, following the resignation of David Danziger and the non-re-election of Hans Gieskes and Tracey Keates.

Key Details

• Settlement Agreement: Dye & Durham entered into a settlement with OneMove Capital Ltd. and CEO Tyler Proud. OneMove and Mr. Proud agreed to vote in favor of the company's full slate at the 2025 AGM.
• Standstill Provisions: The agreement includes customary standstill provisions, reflecting a constructive alignment on the path forward.
• Immediate Board Changes:
  • Anthony Kinnear steps down from the board.
  • Edward Smith replaces Mr. Kinnear and assumes the role of Chair of the Board.
  • Wendy Cheah is appointed as OneMove's nominee.
  • Allen Taylor joins as a board observer until elected.
• AGM Slate Changes (Effective Dec 31, 2025):
  • David Giannetto and Allen Taylor are added to the nominee slate for election.
  • Hans Gieskes and Tracey Keates will serve the balance of their terms but will not stand for re-election.
  • David Danziger tendered his resignation effective Dec 30, 2025, for personal reasons.
  • Due to Mr. Danziger's resignation, only six directors will be elected at the AGM. If Plantro Ltd. (the previous nominee of Mr. Danziger) identifies a replacement in time, the board may seek to elect seven directors.
• Nominee Profiles:
  • Edward Smith: Current Executive Chairman of SMTC Inc.; former CEO (2017-2024); previously held senior roles at Avnet Inc. and SMTEK International.
  • Wendy Cheah: Senior Executive and CPA, CA; CFO of OneMove; former CFO at Toronto Hydro, De Beers Canada, and University Health Network.
  • David Giannetto: SaaS leader with 35+ years of experience; former CEO of WorkWave; former U.S. Army officer.
  • Alan Hibben: Corporate director and adviser; Principal of Shakerhill Partners Ltd.; former Managing Director at RBC Capital Markets.
  • Allen Taylor: President of GTD Partners; former key positions at Brookfield Asset Management; serves on the board of Tucows Inc.
  • George Tsivin: CEO of Dye & Durham; previously led legal software businesses at LexisNexis; former consultant at McKinsey & Company.
• Strategic Context: The board states the refreshed slate brings operational experience, financial discipline, and leadership strength to support the company's transformation and strategic review process.

Notable Quotes

• Alan Hibben, Chair of the Board: "The board appreciates the dedication and judgment our departing directors have brought during a challenging period of transition... Today's outcome reflects a constructive path forward and positions the company with a refreshed board that brings the capabilities needed for the next phase."
• Edward Smith, New Chair: "The refreshed board brings the operational experience, financial discipline and leadership strength needed to support the company as it focuses efforts and advances its transformation... This board is aligned on driving progress, as well as moving decisively through the strategic review process."
• Tyler Proud, CEO of OneMove Capital: "We are encouraged by the steps the company has taken and view the reconstituted board as an important catalyst for the next phase... We believe Dye & Durham has a significant opportunity ahead, and that a stronger board will support better execution and sustained value creation for shareholders."