Agrium shareholders vote for all 12 incumbent directors

09 April 2013 22:12  [Source: ICIS news]

HOUSTON (ICIS)--Despite expressing confidence it would receive two seats on the board of Canadian fertilizer producer Agrium, activist hedge fund Jana Partners on Tuesday was denied by shareholders as they voted to re-elect all twelve incumbent directors at the company’s annual general meeting.

With approximately 116m shares cast of the 149m eligible to vote, Agrium officials said that Jana’s slate of candidates received less than 25% of shareholders support. Awaiting confirmation by the Canada Stock Transfer Company, Agrium said it plans to release the final tally for each nominee.

As the company’s largest shareholder, Jana had argued that the current leadership has misrepresented performance and called for the company to break its retail sector away from the wholesale segment.

After trying to convince Agrium last year to make changes it desired, the hedge fund sought to have five directors removed and replaced by a slate of candidates they selected.

This lead to a scenario where both entities chose to battle for months over different visions for the company while engaging in a sizeable amount of pointed debate.

Following the announcement of voting results, officials with the fertilizer producer said the results show they have support for the current leadership and its integrated business strategy.

According to Agrium chairman Victor Zaleschuk, roughly 80% of the top 50 actively managed shareholders selected the company’s nominees.

“We thank our shareholders for their overwhelming support in this vote and throughout this extended proxy contest,” said Zaleschuk. “We will continue to focus on maximising shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop input value chain and returning capital to shareholders.”

On Monday, Jana said it appeared enough votes were in their favour and very likely managing partner Barry Rosenstein and former United Agri Products executive David Bullock had been successful.

Jana officials have subsequently labeled the election as compromised, and are calling for an investigation into the voting, promising to pursue remedies it determined appropriate.

Rosenstein promised that Jana would remain as active and vocal regarding the company and its activities as they were during the contentious proxy contest.

With this outcome Jana has suffered a rare defeat in their approach to dealing with companies it invests into but eventually disagrees with over strategy.

In 2011 Jana was able to get McGraw-Hill to spin off its education unit rather than engage in a similar proxy fight. In 2012, it was able to convince Marathon Petroleum to spin off a segment of its pipeline operations.


By: Mark Milam



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