- ISS recommends shareholders vote FOR Sylogist's six director nominees and Board-supported OneMove nominee Mary Filippelli using only the BLUE proxy
- ISS recommends shareholders WITHHOLD from OneMove's three remaining nominees: Jonny Franklin-Adams, Rhonda Bassett-Spiers, and Tyler Proud
- ISS recommends shareholders vote FOR ratification of the Shareholder Rights Plan
- 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, or e-mailing assistance@laurelhill.com
- For more information and voting instructions, visit www.sylogist.com/agm-sm
Calgary, Alberta--(Newsfile Corp. - May 1, 2026) - Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Corporation"), a leading public sector SaaS company, is pleased to announce that leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") has recommended that shareholders vote FOR the Corporation's six director nominees and Board-supported OneMove nominee Mary Filippelli, using only the BLUE proxy, at the Annual and Special Meeting of Shareholders (the "Meeting") to be held on May 12, 2026. Shareholders are urged to vote well in advance of the proxy voting deadline of May 8, 2026 at 10 AM MT.
The Management Information Circular and BLUE form of proxy are available at www.sylogist.com/agm-sm and under the Corporation's profile on SEDAR+.
Independent Proxy Advisory Firm Recommendation
In its report to shareholders, ISS stated that OneMove "has not established a compelling case at this time for additional change, much less a majority position."
ISS made its recommendations following engagement with both Sylogist and Mr. Proud. It has assessed the facts, and it has reached an informed and independent conclusion. These provide clear, independent validation for the Board's approach of having repeatedly sought constructive engagement and reasonable settlement with Mr. Proud. ISS also noted that the Board has listened to shareholder feedback and taken appropriate actions to drive the business forward despite the chaos. ISS also made clear that it is Mr. Proud who has repeatedly chosen conflict over the Corporation's best interests.
ISS specifically recognized:
The Board has responded appropriately to shareholder concerns, through leadership change, governance refreshment, and its decision to support dissident nominee Mary Filippelli
That "[Mr.] Proud advanced a broad and evolving set of demands," "the board substantively addressed several of these points during negotiations," and that an early miscalculation of shareholder support may have driven his decision to escalate rather than settle
OneMove's slate and CEO claims provide "little assurance that the dissident has thoughtfully considered board composition and raises questions regarding whether the dissident's intended CEO has capacity to work with a board that does not remain aligned with the dissident agenda"
That it found "no reason to conclude that the ongoing CEO search will not be conducted in accordance with the best interests of shareholders"
ISS also recommended shareholders vote FOR ratification of the Shareholder Rights Plan, noting that such plans "ensure that shareholders are treated equally in a control transaction by precluding creeping acquisitions or the acquisition of a control block through private agreements between a few large shareholders."
Glass Lewis, another proxy advisory firm, also issued a report. Although Glass Lewis declined to engage with the Corporation and its report contains certain inaccuracies, its core conclusion concurred with ISS that Tyler Proud and OneMove have not successfully made the case for majority change. Glass Lewis did support the majority of Sylogist recommendations, but recommended support for one of OneMove's nominees and a withhold vote on one of the incumbents.
A Fair and Proportionate Compromise
The Board's recommendation reflects a fair and proportionate outcome: proportional OneMove representation on the Board, consistent with Mr. Proud's ownership interest. This position is supported by ISS and many of the Corporation's largest shareholders. 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:
| Resolution | Board 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) | x 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.
Shareholder Questions or Require 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/295564
Source: Sylogist Ltd.
