Calgary, Alberta--(Newsfile Corp. - March 16, 2026) - Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), a leading public sector SaaS company, today announced the appointment of Andrew Shen to the Board of Directors and that Barry Foster will not be standing for re-election as part of the slate of directors to be put forth by the Company at the Meeting (as defined below). The Company also announced that, in light of these changes, it is postponing its previously scheduled Special Meeting and combining it with the Company's Annual Meeting of Shareholders (the "Meeting"). The Meeting will now be held on May 12, 2026.
Board Refreshment Latest Step in Governance and Leadership Enhancements, Driven by Extensive Shareholder Engagement
Sylogist is pleased to welcome Andrew Shen to its board. Mr. Shen brings deep capital markets and growth equity investment experience, and proven board leadership that complements and supplements the Board's existing skills and experience. This appointment resulted from the consideration of a number of potential candidates, including individuals proposed by OneMove Capital Ltd. ("OneMove") and Tyler Proud, together with other potential candidates identified by Sylogist. Mr. Shen will stand for election at the Company's upcoming Meeting.
Mr. Shen is the Co-founder and General Partner of Shen Capital Partners Inc., a Toronto-based technology growth equity investment firm founded in 2019. He currently serves as Chairman of Flexion Mobile Plc and previously served as Chairman of MediaValet Inc. until its sale to a private equity group in 2024. He has also served as Board Observer for several public software companies and held roles in capital markets at the Canadian Imperial Bank of Commerce, where he focused on trading and balance sheet risk management.
"Andrew's appointment is the next step in Sylogist's series of governance and leadership changes, intended to help position Sylogist for the next phase of its transition. On behalf of my fellow Directors, I welcome Andrew to the Board and look forward to working closely with him," said Errol Olsen, Board Chair. "The Board and I also wanted to recognize Barry's long-term contributions to Sylogist. Barry was the architect of our transition to a dynamic SaaS business model and was instrumental in reshaping our Board. We are grateful for his years of dedicated service and his role in ensuring a smooth leadership transition."
OneMove's Refusal to take Yes for an Answer
Today's announcement follows sustained and significant efforts by Sylogist since September of last year to reach an agreement with OneMove and Tyler Proud. Sylogist has repeatedly offered Mr. Proud Board representation proportional to his ownership interest in the Company. Sylogist also repeatedly expressed a willingness to work with Mr. Proud in other ways, including giving him an opportunity to provide meaningful and appropriate input and participation in the Company's proposed governance changes. This offer included participation in the Board Chair succession planning process (which resulted in Mr. Olsen's appointment) and ongoing permanent CEO search.
At each stage of those negotiations, Mr. Proud was unwilling to take "yes" for an answer. That pattern continued last week when Sylogist indicated it was prepared to accept Mr. Proud's proposed form of term sheet, which contemplated the appointment of two independent new directors. Sylogist proposed Mr. Shen and an individual named by OneMove as a nominee in its shareholder meeting requisition. Mr. Proud had separately confirmed he was supportive of both the OneMove nominee and Mr. Shen, who he described as someone who would be a "good director". However, Mr. Proud did not respond to Sylogist's acceptance for three days. When he finally responded, he indicated that he would not accept his own proposal. Sylogist again reiterated its willingness to settle on the basis of the last term sheet provided by Mr. Proud, Mr. Proud has declined to accept.
Prior to today's announcement, the Company directly offered the OneMove nominee a Board seat, which the nominee verbally accepted. Mr. Proud had indicated that this was his preferred OneMove nominee due to the individual's "exceptional transformational skills in this industry". However, as the Company was finalizing background checks, the individual abruptly reversed course and informed the Company they no longer wished to be appointed to the Board without a settlement.
Sylogist can no longer wait for Mr. Proud. He has again refused to take "yes" for an answer and so, considering the views expressed by other significant shareholders and in the interest of the Company and all shareholders, Sylogist was again ultimately compelled to proceed unilaterally. Sylogist has consistently sought to reach an agreement that was reasonable for both Sylogist and OneMove, including providing OneMove with the Board representation it sought. It remains open to such an agreement. Today's announcement results from Mr. Proud's inability to move forward consistently and constructively. Sylogist is proceeding with its Board renewal which, coupled with other significant Board and governance enhancements made in recent months, demonstrates the Board's openness to shareholder feedback and commitment to meaningful refreshment.
Through extensive engagement, the Board had previously heard directly from shareholders holding over 35% of the Company's shares - including the Company's largest shareholder, PenderFund Capital Management Ltd. - who indicated they support Sylogist's opposition to OneMove's requisition. Sylogist is now hearing from additional shareholders who are expressing increasing concern with OneMove's ever-changing demands.
Mr. Olsen concluded: "We have listened carefully to our shareholders. They requested further Board renewal. The Board appointed a highly qualified independent director, and was prepared to appoint one nominee proposed by OneMove. We remain willing to provide OneMove representation on the Board proportionate to its ownership in the Company, exactly as was offered months ago. It is now up to Mr. Proud to decide if he can finally take "yes" for an answer, or if he will continue to force the Company to spend time and money on an unnecessary proxy contest. While OneMove has dithered and delayed for over six months now, the Sylogist Board has continued to get things done."
Sylogist Board Taking Action
Despite the distraction and cost caused by OneMove, the Board:
- Implemented governance changes in October, including the Board chair succession process;
- Replaced Sylogist's CEO and established a CEO Search Subcommittee, comprised of Kim Fennell, Errol Olsen (Board Chair), and Tracy Edkins, to oversee the comprehensive search for a permanent CEO; the Company engaged a third-party executive search firm and the subcommittee has been actively meeting with potential candidates throughout February and Marc;
- Established the Business Scale Committee which has been driving the development of processes and performance measures to improve operational effectiveness, forecasting and transparenc; and
- Engaged ATB Cormark as the Company's financial advisor to support an assessment of Sylogist's strategy, including with respect to products, revenue strategy, financial profile and capital allocation strategy.
Sylogist's Board is committed to continuing to take decisive actions that are in the best interests of the Company and all of its shareholders.
Shareholders To Choose Between Stability or Further Disruption at Annual Meeting of Shareholders on May 12, 2026
The Company also announced that it has postponed the previously announced Special Meeting of Shareholders and will hold the meeting requisitioned by OneMove together with its Annual Meeting of Shareholders, on May 12.
Having announced the appointment of a highly qualified director today, the Board has combined the meetings to provide shareholders with a clear and efficient choice: support a refreshed, highly qualified Board that has addressed governance concerns through extensive engagement with shareholders, or support OneMove's unnecessary proxy contest. In doing so, the Company is ensuring that all shareholders have an opportunity to vote on the future direction of the Company while minimizing the cost to the Company and accelerating the timeline to ensure continued focus on operational excellence and the business's transition.
Mr. Shen will commence his service this week and will join the following five incumbent Directors in standing for election at the Meeting:
Errol Olsen was appointed Board Chair in February 2026. Errol brings 25+ years of finance leadership at high-growth software companies including serving as CFO of both Traction on Demand and Absolute Software.
Aziz Benmalek joined the Board in June 2024. Aziz brings 25+ years of experience in the global software industry and has become an industry expert on building and scaling cloud and SaaS environments from his years at Microsoft, Splunk, and Sage.
Tracy Edkins joined the Board in February 2024. Tracy brings 20+ years of human capital expertise amassed at high-growth technology and consumer-facing companies including Splunk, eBay, and Starbucks Canada.
J. Kim Fennell joined the Board in February 2025. Kim is a 35+ year veteran of Silicon Valley. Kim was a three-time CEO over 16 years, primarily in software, and an executive at Uber for 5 years running Business Development for the US and Canada. Kim has 24 years of board experience, including at four public companies, and is NACD.D board certified.
Andrea Ward joined the Board in February 2024. Andrea brings 25+ years of experience scaling SaaS businesses and leading global teams. Andrea has held executive leadership roles at preeminent software companies including Oracle, Adobe, Portal Software, Magento, and VidMob.
Detailed information regarding the director nominees and the Board's recommendations will be included in the management information circular (the "Circular") to be mailed to shareholders in the coming weeks. The Circular will also be available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website.
There is no action for shareholders to take at this time. Shareholders who have questions or require assistance in voting their shares should contact Sylogist's shareholder communication advisor, Laurel Hill Advisory Group, at the contact information below.
About Sylogist
Sylogist provides mission-critical SaaS solutions to public sector customers globally across the government, non-profit, and education market segments. The Company's stock is traded on the Toronto Stock Exchange under the symbol SYZ. Information about Sylogist can be found at www.sedarplus.ca or at www.sylogist.com.
Laurel Hill Advisory Group Call or Text: Toll-Free (Canada & U.S.): 1-877-452-7184 Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
Media Contact: sylogist@fgslongview.com
Forward-looking Statement
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, may, ensure, remains or continue, 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 directors to be nominated for election at the Meeting, the potential for any agreement with OneMove or its terms, the outcome of the business assessment being undertaken with ATB Cormark, the date and nature of the Meeting and other related matters. 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 potential changes in the individuals nominated for election as director at the Meeting, whether as a result of an agreement with OneMove or otherwise, that an agreement with OneMove may be reached, and the terms of such agreement, that the business assessment being undertaken with ATB Cormark will proceed on the timelines and in the manner anticipated and that the results of such assessment will yield the anticipated results, that the Meeting will occur as currently anticipated and other similar matters. Additional information regarding some of these risks, uncertainties and other factors may be found in the Company's Annual Information Form for year ended December 31, 2024, and in the Management's Discussion and Analysis for the quarter ended September 30, 2025 and the year ended December 31, 2024, and other documents available on the Company'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/288638
Source: Sylogist Ltd.
