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BCS

Current Report · Items 5.07, 7.01, 9.01 · 8-K

DIRTT Environmental Solutions Ltd.

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.07 Submission of Matters to a Vote of Securities Holders At the Company's Annual General Meeting held on May 7, 2026 (the "Meeting"), shareholders were requested to: (i) elect directors of the Company to hold office until the close of the 2027 annual meeting or until their successors were duly elected or appointed;…

Filed May 7, 2026Accepted May 7, 2026, 5:00 PM EDTCIK 1340476Accession 0001193125-26-212337
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Company context

DIRTT is a leader in industrialized construction. DIRTT’s system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high-performing, adaptable, interior environments. Operating in the workplace, healthcare, education, and public sector markets, DIRTT’s system provides total design freedom, and greater certainty in cost, schedule, and outcomes. DIRTT’s interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, AB Canada, DIRTT trades on the Toronto Stock Exchange under the symbol “DRT” and on the OTCQX under the symbol “DRTTF”.

Current securities

Historical securities (3)

Recent company filings

  1. Results of Operations and Financial ConditionNov 4, 2026
  2. 10-Q filingNov 4, 2026
  3. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureSep 23, 2026
  4. Results of Operations and Financial ConditionJul 29, 2026
  5. 10-Q filingJul 29, 2026

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Securities Holders At the Company's Annual General Meeting held on May 7, 2026 (the "Meeting"), shareholders were requested to: (i) elect directors of the Company to hold office until the close of the 2027 annual meeting or until their successors were duly elected or appointed; (ii) appoint PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026, at such remuneration as may be fixed by the Board; (iii) approve a non-binding advisory resolution to approve the Company’s approach to executive compensation, commonly known as the “Say-on-Pay” vote; and (iv) approve, on a non-binding advisory basis, a frequency of “two-year” for future Say-on-Pay votes. The final voting results of the matters voted upon at the Meeting were as follows: Item No. 1 - Election of Directors. Each of Douglas Edwards, Jeremy Gold, Holly Hess Groos, Shalima Pannikode, Scott Robinson, Scott Ryan, Benjamin Urban and Adrian Zarate were elected as the directors of the Company. The voting results for each of the director nominees was as follows: Votes for Votes withheld Broker non-votes Nominee Number Percent Number Percent Number ────────────────────────────────────────────────────────────────────────────────────────────────────────── Douglas Edwards 149,655,012 99.89 164,400 0.11 15,192,149 Jeremy Gold 145,958,551 97.42 3,860,861 2.58 15,192,149 Holly Hess Groos 146,074,833 97.50 3,744,579 2.50 15,192,149 Shalima Pannikode 146,033,319 97.47 3,786,093 2.53 15,192,149 Scott Robinson 149,632,418 99.88 186,994 0.12 15,192,149 Scott Ryan 149,638,425 99.88 180,987 0.12 15,192,149 Benjamin Urban 149,662,375 99.90 157,037 0.10 15,192,149 Adrian Zarate 149,642,188 99.88 177,224 0.12 15,192,149 Item No. 2 - Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP was approved as follows: Votes for Votes withheld Broker non-votes Number Percent Number Percent Number ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 164,863,519 99.91 148,045 0.09 Item No. 3 - Approval of the Non-Binding Advisory Vote on the Company’s Executive Compensation. On a non-binding advisory basis, the resolution to approve Company’s approach to executive compensation commonly known as the “Say-on-Pay” vote was approved by shareholders as follows: Votes for Votes against Abstentions Broker non-votes Number Percent Number Percent Number Percent Number ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 142,254,909 94.95 865,485 0.58 6,699,018 4.47 15,192,149 Item No. 4 - Approval of the Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Executive Compensation. On a non-binding advisory basis, a frequency of every two years for future advisory votes on the Company’s executive compensation was approved by shareholders as follows: Votes for Every Year Votes for Every Two Years Votes for Every Three Years Abstentions Broker non-votes Number Percent Number Percent Number Percent Number Percent Number ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 17,147,318 11.45 128,854,465 86.01 20,807 0.01 3,796,822 2.53 15,192.149 Based on the results of the vote for Proposal 4, and consistent with the recommendation of the Company’s Board, the Company has determined that it will hold an advisory vote on executive compensation every two years until the next shareholder advisory vote on this matter.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD. On May 7, 2026, the Company issued a press release announcing the Meeting. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) drttf-ex99_1.htm

EX-99.1 2 drttf-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1 DIRTT Announces Results of Annual General Meeting of Shareholders CALGARY, Alberta, May 7, 2026 (GLOBE NEWSWIRE) - DIRTT Environmental Solutions Ltd. (“DIRTT” or the “Company”, “we”, “our”, “us” or “ours”) (TSX: DRT; OTCQX: DRTTF), a leader in industrialized construction, today announced the results of its annual general meeting of shareholders held on May 7, 2026. The detailed results of the vote on the election of directors are as follows: Votes for Votes withheld Broker non-votes Nominee Number Percent Number Percent Number ────────────────────────────────────────────────────────────────────────────────────────────────────────── Douglas Edwards 149,655,012 99.89 164,400 0.11 15,192,149 Jeremy Gold 145,958,551 97.42 3,860,861 2.58 15,192,149 Holly Hess Groos 146,074,833 97.50 3,744,579 2.50 15,192,149 Shalima Pannikode 146,033,319 97.47 …

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