On October 9, 2025, the Canadian Securities Administrators (CSA) issued Coordinated Blanket Order 51-932 (the Blanket Order) in response to the ongoing Canada Post labour strike, which has resulted in a disruption in regular mail service across Canada. In the absence of regulatory relief, reporting issuers that rely on Canada Post to deliver proxy-related materials to securityholders have few practical options to effect delivery in Canada, as alternatives like courier delivery are generally costly, and electronic delivery is often impractical given that it requires prior shareholder consent and having valid email addresses.
The Blanket Order, as issued by the local securities regulators in each of Canada’s provinces and territories, provides reporting issuers (other than investment funds) in Canada with welcomed, temporary relief from the requirements to send proxy-related materials to shareholders under Canadian securities laws, provided that the following conditions are met:
(a) Canada Post is not accepting new commercial volumes;
(b) each business item to be submitted to the meeting and disclosed in the filed proxy-related materials are “annual matters”, which the Blanket Order limits to the following matters: (i) receiving and considering the issuer’s financial statements; (ii) fixing the number of directors; (iii) electing directors; (iv) appointing auditors; (v) approving security-based compensation plans as required by stock exchange rules; and (vi) non-binding advisory votes which do not obligate the issuer or its board of directors to take any specific action (e.g., advisory votes on executive compensation);
(c) the issuer promptly files copies of the proxy-related materials on SEDAR+;
(d) the issuer issues and files a news release that contains all of the following information: (i) the date, time and location of the meeting; (ii) a brief description of each matter to be voted upon at the meeting; (iii) a statement that electronic versions of the proxy-related materials have been filed and are available on SEDAR+ and are posted in a prominent location on the issuer’s website; (iv) a statement that the issuer has satisfied all the conditions of, and is relying on, the Blanket Order; (v) an explanation of how securityholders may (A) request copies of the proxy-related materials and their individual control number required to vote, and (B) submit proxies or voting instruction forms (VIFs) without utilizing postal services (and including associated deadlines); and (vi) the email address and telephone number that securityholders may use to request the information in the preceding subclause (v); and
(e) as of the date the required news release is filed (the Filing Date), none of the business items to be voted upon at the meeting (i) requires approval by a special resolution under applicable corporate laws or disinterested shareholder approval, (ii) triggers any securityholder dissent or appraisal rights under applicable corporate laws, or (iii) has been, to the best of the issuer’s knowledge, contested (or would reasonably be considered to be a contentious matter) by a registered or beneficial securityholder.
Consistent with the conditions set out above, in order to rely on the Blanket Order, an issuer must: (i) post the proxy-related materials and news release on its website on the Filing Date; (ii) provide a copy of the proxy-related materials by email to requesting securityholders; (iii) provide, in a prominent location on its website, information about how securityholders can (A) access or obtain proxy-related materials, and (B) submit proxies or VIFs without utilizing postal services (and including associated deadlines); and (iv) waive any proxy cut-off time and accept votes submitted by proxy until at least the close of business on the business day prior to the date of the meeting.
The Blanket Order requires issuers relying on the Blanket Order to fulfill their delivery obligations under applicable Canadian securities law as soon as practicable, and in any event no later than seven days after Canada Post resumes accepting commercial volumes, unless (i) Canada Post fails to resume accepting commercial volumes at least 15 days before the date of the meeting, or (ii) in respect of a particular securityholder, the proxy-related materials have already been delivered to such securityholder by other means.
Issuers should keep in mind that the temporary relief provided in the Blanket Order only addresses requirements under certain Canadian securities laws and does not extend to delivery obligations arising under corporate law. Further, issuer that do not have a website may not rely on the Blanket Order.
Issuers should refer to the text of the Blanket Order, as adopted and issued by the principal securities regulator in the applicable Canadian jurisdiction, as the requirements in the Blanket Order are nuanced and require careful consideration to ensure strict compliance. Canadian securities regulators continue to expect reporting issuers, intermediaries and other parties involved in the proxy-voting process to take all reasonable steps to facilitate the voting process during a postal service suspension. If you have any questions with respect to the Blanket Order, please contact the authors, or any member of our Capital Markets Group.