Star Metro - Route1 Announces 2026 Annual Meeting Results

A total of approximately 16.1 million common shares, representing 34% of Route1's issued and outstanding common shares, were represented and voted at the meeting. The results of the matters submitted to shareholders were as follows:

• the number of directors was fixed at four, with 60% voting in favor;
• Tony P. Busseri was elected with 58% For and 42% Withheld;
• Peter F. Chodos was elected with 38% For and 62% Withheld;
• Michael D. Harris was elected with 42% For and 58% Withheld;
• John Marino was elected with 58% For and 42% Withheld;
• MNP LLP was re-appointed as auditor, with 99% voting in favor;
• the Company's amended and restated Long-Term Incentive Plan received 38% For and 62% Against and therefore was not approved; and
• the Company's shareholder rights plan received 53% For and 47% Against and was approved.

Significant In-Person Vote by ZenaTech

At the meeting, ZenaTech Inc. ("ZenaTech") exercised voting authority over approximately 6.4 million Route1 common shares, representing approximately 13.6% of the Company's outstanding common shares. ZenaTech voted its shares against the Long-Term Incentive Plan and withheld its votes from the election of Peter Chodos and Michael Harris.

The impact of that concentrated voting position was significant.

Based on Computershare Investor Services Inc.'s proxy tabulation prior to the meeting, the LTIP had majority support, as did both Mr. Chodos and Mr. Harris. ZenaTech's approximately 6.4 million-share voting block reversed those outcomes.

Apparent Shareholding Disclosure Discrepancy

ZenaTech's May 4, 2026 news release and SEDI filings prior to the meeting date disclosed ownership of approximately 5,625,975 Route1 common shares, representing approximately 12% of the Company's issued and outstanding common shares. The approximately 6,378,957 common shares over which ZenaTech exercised voting authority at the meeting exceeded that disclosed position by approximately 753,000 common shares.

Based on the public disclosure reviewed by the Company immediately prior to the meeting, Route1 has not identified corresponding disclosure explaining this apparent increase. The Company is concerned about the apparent discrepancy between ZenaTech's disclosed ownership position and the number of shares over which it exercised voting authority at the meeting, including whether the additional shares were beneficially owned by ZenaTech, its affiliated entities and joint actors or voted under another arrangement. Route1 has not made a determination that ZenaTech breached securities laws. Any such determination rests with the appropriate authorities.

Board Response

In accordance with Route1's director majority-voting policy, Messrs. Chodos and Harris have tendered their resignations. A committee comprising Messrs. Busseri and Marino has been formed to consider whether to accept the resignations or recommend to the Board their rejection based on extraordinary circumstances. Route1 will issue a press release following the Board's determination. Both directors will continue to serve on Route1's Board pending that determination.

The Board does not believe that the voting result represents a broad rejection by Route1 shareholders of either director or of the Company's operating strategy.

Immediately prior to the meeting, the proxy votes submitted by other shareholders showed majority support for both directors and for the LTIP. The change in outcome resulted from the exercise of a single concentrated voting position which was not fully disclosed in its insider filings.

Long-Term Incentive Plan

As a result of the shareholder vote, the amended and restated Long-Term Incentive Plan was not approved. The Board will review the Company's compensation framework and available alternatives to ensure that Route1 remains able to attract, retain and align key employees and executives while complying with applicable securities laws and TSX Venture Exchange requirements.

The failure of the LTIP resolution does not alter Route1's operating priorities or its strategy for the remainder of 2026.

Continuing Focus

Route1 is building on its third-quarter operating progress with a clear set of growth priorities:

• convert its commercial opportunity base into customer awards, deployments and recurring revenue;
• expand recurring revenue and recurring gross profit through new customer relationships and broader adoption within existing accounts;
• expand business development and sales capacity in its target markets;
• advance Comprehensive+, Route1 ABI and related operational-intelligence capabilities;
• translate revenue growth into improved EBITDA and cash generation; and
• strengthen the Company's financial position through disciplined execution and capital allocation.

Route1 intends to raise growth capital to expand its business development and sales capacity, support execution of customer awards and accelerate the growth of its recurring revenue business. The Company will pursue financing on terms it believes support long-term shareholder value.

Tony Busseri, Route1's Chief Executive Officer, said: "Yesterday, Route1 reported one of its strongest operating quarters in several years. Gross margin reached 49%, Adjusted EBITDA increased materially, recurring revenue and recurring gross profit grew sharply, operating cash generation improved and net debt declined. Our priority is to build on that progress by winning new business, expanding recurring customer relationships and converting growth into stronger earnings and cash flow. We intend to direct growth capital toward the sales capacity and customer execution needed to advance those priorities. Our decisions will be guided by disciplined capital allocation and the creation of long-term value for all Route1 shareholders."

About Route1 Inc.

Route1 Inc. is a North American technology company focused on parking operations, public safety and mobility. Through its technology, services and recurring operational-support offerings, Route1 helps customers deploy, operate and optimize automated license plate recognition, parking and mobility technologies.

Route1's offerings include Genetec AutoVu-based ALPR solutions, Comprehensive+ lifecycle and operational support, Route1 ABI parking analytics and business intelligence, and related technology and professional services.

Additional information about Route1 is available under the Company's profile on SEDAR+.

For More Information, Contact:

Tony Busseri
Chief Executive Officer
+1 480 578-0287
[email protected]

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This news release contains statements that are not current or historical factual statements and that may constitute forward-looking statements or future-oriented financial information within the meaning of applicable Canadian securities laws.

Forward-looking statements in this news release include, among other things, statements regarding expected Q4 2026 revenue growth and EBITDA improvement; the Company's ability to grow recurring revenue; the conversion of business-development opportunities into purchase orders, deployments and recurring-revenue relationships; the timing and completion of customer procurement processes; the expected impact of legal, legislative, privacy and cybersecurity developments on customer demand, procurement timing, sales cycles and market opportunities; management's belief that the ALPR market is undergoing structural change and that this change may create medium-term replacement, modernization and governance-driven opportunities for the Company; the Company's ability to sustain and expand its shift toward higher-quality recurring revenue; the Company's ability to expand Comprehensive+, Route1 ABI and lifecycle-support relationships; the development and commercialization of Route1 ABI capabilities; debt reduction; the strengthening of the Company's financial position; the Company's operating priorities and expectations for the remainder of 2026; the Company's review of its compensation framework and available alternatives following the failure of the amended and restated Long-Term Incentive Plan resolution; the Company's intention to raise growth capital, the intended use of proceeds and its assessment of financing terms; and like matters.

These statements are based on certain factors and assumptions, including management's current expectations regarding customer demand, procurement timing, purchase-order conversion, deployment schedules, recurring-revenue growth, gross margins, operating expenses, business-development activity, technology development, customer retention, the Company's ability to execute its commercial strategy, the continuation of the Company's recent shift in revenue mix toward recurring, higher-margin support and operational services at a similar pace to recent periods, management's current expectations regarding the pace and direction of regulatory, legislative, privacy and cybersecurity developments affecting the ALPR market, the Company's review of its compensation framework and available alternatives following the failure of the amended and restated Long-Term Incentive Plan resolution, and other factors considered reasonable by management based on information currently available.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, market demand for the Company's products and services; the timing and outcome of customer procurement and approval processes; delays in purchase orders, deployments or implementation; the ability to convert business-development opportunities into revenue; the timing and mix of device, project and recurring revenue; customer concentration; technology-development and implementation risks; competitive conditions; the risk that anticipated market, regulatory or governance-driven opportunities in the ALPR sector do not materialize as expected, develop on a different timeline than anticipated, or are captured by competitors rather than the Company; the risk that the Company is unable to sustain or expand the pace of its shift toward recurring, higher-margin revenue; working-capital requirements; access to capital; the Company's ability to reduce debt and improve profitability and cash generation; changes in laws, regulations or customer policies affecting ALPR and related technologies; the ability or inability to obtain, in a timely manner or at all, all necessary regulatory and shareholder approvals required to implement and maintain the Long-Term Incentive Plan; and the other risks described in the Company's continuous disclosure filings available on SEDAR+.

Although Route1 believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that these expectations will prove to be correct. Readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained in this news release are made as of the date hereof. Except as required by applicable securities laws, Route1 undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Route1, Inc.

View the original press release on ACCESS Newswire

J.Hall--SMC