OneMove Capital Requisitions Special Meeting of Shareholders at Sylogist Ltd., Nominates Four Highly-Qualified, Independent Director Candidates
OneMove Capital Requisitions Special Meeting of Shareholders at Sylogist Ltd., Nominates Four Highly-Qualified, Independent Director Candidates |
| [04-February-2026] |
Issues Open Letter Highlighting Urgent Need for Board Refreshment to Address Prolonged Value Destruction, Misalignment, and Entrenchment Raises Serious Concern Regarding Board Oversight of CEO Search Process Outlines Clear Path to Value Creation Through Restored Financial Discipline and aComprehensive Review of Strategic Alternatives BRIDGETOWN, Barbados, Feb. 4, 2026 /CNW/ -- OneMove Capital Ltd. ("OneMove"), an approximately 9.22% shareholder of Sylogist Ltd. (TSX: SYZ) ("Sylogist" or the "Company"), announced today that it has requisitioned a Special Meeting of Shareholders (the "Special Meeting") and nominated four highly-qualified, independent director candidates - Edward Smith, Tyler Proud, Rhonda Bassett-Spiers, and Mary Filippelli (together, the "Nominees") - for election to the Sylogist Board of Directors (the "Board"). OneMove has also proposed the removal of Barry Foster, J. Kim Fennell and Aziz Benmalek as directors. These actions are in response to prolonged value destruction, governance failures, and complete lack of accountability under the current Board. OneMove also issued an open letter to Sylogist shareholders highlighting the urgent need for Board refreshment as Sylogist's share price trades at decade-lows and the Company undertakes a search for a new Chief Executive Officer. In its letter, OneMove outlined a focused, multi-tiered plan to drive value creation, including restructuring the Company's financial profile, reassessing its partner channel, diversifying growth drivers, and initiating a comprehensive review of strategic alternatives, including a potential sale of the Company or share buybacks. The Special Meeting will allow shareholders to elect directors that they can trust, with the experience and independence required to partner with Interim CEO Craig O'Neill, oversee a credible CEO search, and execute a disciplined growth strategy. The full text of the letter follows: February 4, 2026 Fellow Sylogist Shareholders, OneMove Capital is a significant and committed shareholder in Sylogist, owning approximately 9.22% of the outstanding common stock of the Company. As a long-term shareholder with extensive technology and SaaS expertise, we believe strongly in Sylogist's underlying assets, mission critical software, and long-standing customer relationships. For more than six months, we have engaged constructively with the Board to advocate for meaningful change. Despite these efforts, the Board has failed to accept responsibility for years of underperformance. Chairman Barry Foster's decision to step down in title only, while remaining on the Board and influencing succession, underscores the refusal to initiate genuine reform. Why Change Is Required Now We believe Sylogist's prolonged value destruction, with shares declining 67.6% under the current Board's oversight, reflects structural governance failures at the Board level, including:
Further, with the recently announced search for a permanent CEO in process, the need for change is more urgent than ever. Shareholders must be allowed to elect a board they can trust prior to any leadership change being made. The Right Board Must Select the Right Leadership We agree that Sylogist requires a new CEO. However, this process must be led by a Board that shareholders can trust. With Sylogist shares down 67.6% under the current Board's leadership, we have serious concerns about the Board's understanding of the business, the industry, and the challenges ahead. We believe substantial Board refreshment is required before a permanent CEO is selected. Anything less risks perpetuating the same failed strategy and governance culture that shareholders have endured for the last 5+ years. Accordingly, we have requisitioned a Special Meeting and nominated four independent, highly-qualified director candidates. At this meeting, which should be held without further delay, shareholders will have the opportunity to elect a reconstituted Board capable of overseeing a credible CEO search and executing a disciplined turnaround. Shareholders Deserve Accountability and a Clear Plan In the face of material value destruction under its leadership, the Board remains unqualified and misaligned with shareholder interests – owning less than 1% of Sylogist shares collectively. Further, the Board has failed to take any accountability for its failures, with Barry Foster agreeing to relinquish his role as Chairman only after significant shareholder pressure. On its own, this is a step that does not go nearly far enough. Shareholders deserve a Board that is qualified and focused on stewarding the Company in the shareholders' best interests. Our nominees are committed to a focused mandate that includes:
We are confident our nominees possess the experience, independence, and alignment required to guide Sylogist into its next phase. Our four highly-qualified, independent nominees are: Rhonda Bassett-Spiers Mary Filippelli Ms. Filippelli has previously served on the boards of Canadian Western Bank, where she chaired the Audit Committee, and Ontario Power Generation, where she served on multiple board committees. Ms. Filippelli served as Vice Chair and Managing Partner at Deloitte Canada, amongst other roles, responsible for the customer experience strategy. Prior to this role, she served on the Global Executive of Lloyds Banking Group as Group Audit Director based in London, England, and spent more than two decades with KPMG Canada in progressive roles, including as a senior Partner and National Financial Services Leader for Canada. Ms. Filippelli is a Chartered Professional Accountant and a Fellow of the Chartered Professional Accountants of Ontario, and holds a Bachelor of Business Management. Edward Smith Tyler Proud We look forward to engaging with you to introduce each of our nominees more fully in the coming weeks and months, and to leading a long overdue revival at Sylogist. Sincerely, About OneMove Capital Ltd. Information in Support of Public Broadcast Exemption under Canadian Law The costs incurred in the preparation and mailing of any circular or proxy solicitation by OneMove and any other participants named herein will be borne directly and indirectly by OneMove. However, to the extent permitted under applicable law, OneMove intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of OneMove's nominees at the Special Meeting. This press release and any solicitation made by OneMove is, or will be, as applicable, made by OneMove, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of OneMove who will not be specifically remunerated therefor. In addition, OneMove may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Disclaimer for Forward-Looking Information Media Contacts ASC Advisors
SOURCE OneMove Capital Ltd. | ||
Company Codes: Toronto:SYZ |
