One click means DIRTT Environmental’s redacted information becomes unredacted
It seems that when it comes to redacting publicly disclosed information, either the gang at Calgary-based DIRTT Environmental Solutions or the entity that does their online filings needs a little help.
Because without that help, the redacted information — which presumably the company wants to keep secret — has not actually been redacted.
This week DIRTT issued a release indicating it had made peace with Iron Compass, a U.S. based manager that has stake in DIRTT and which in previous filings indicated that it would be an activist at the upcoming annual meeting.
So instead of Iron Compass sticking to its original plan and nominating some of its candidates for directors, it got two of those nominees named to the board ahead of the upcoming May 7 meeting. “The parties determined that it was in the best interests of the Company to reach a settlement,” said the material change report filed on SEDAR.
In essence Iron Compass’ two nominees, John (Jack) Elliott and Ronald Kaplan, were elected to the board effectively immediately. To make way for those two, Lawrence Fairholm and Michael Goldstein (the interim chief executive) resigned from the board, though Goldstein will attend board meetings as an observer as long as he is the interim CEO.
A third DIRTT director, Gregory Burke, who has been on the board since 2005, will not be nominated to be a director at the May 7 annual meeting. As well, the new additions from Iron Compass are on the four-person committee named to find a permanent chief executive.
Those changes avoided a proxy fight — which could have been expensive, all of which raises the questions did DIRTT compensate Iron Compass and if so, at what cost.
In Monday’s 24-page release, DIRTT also included the settlement agreement. In point 20 of that agreement, we are told that within five business days “of the receipt of detailed invoices,” the new board shall make a payment to a Toronto law firm in trust “so as to reimburse Iron Compass for actual out of pocket fees and expenses incurred.”
But when it gets to the amount that Iron Compass will receive, there is a redaction: the amount has been blacked out.
At least it appears that way on the surface.
Thanks to the old cut and paste technique, the amount can be determined. All that’s required is a right click, hit copy, paste into another file and voila the so-called Iron Compass fees emerge in clear unredacted black and white.
The number: $275,000.