Agrium releases voting numbers, confirming victory for directors

12 April 2013 19:50  [Source: ICIS news]

HOUSTON (ICIS)--Canadian fertilizer producer Agrium on Friday released the final vote count from the director election results held 9 April at the company’s annual general meeting where shareholders re-elected the twelve incumbent candidates.

Activist hedge fund Jana Partners had campaigned to remove five members of the board and replace them with a slate of candidates it had handpicked. It went as far as predicting earlier in the week, prior to the votes being revealed, that based on their preliminary tally that two of its dissident nominees had earned a spot on the board.

There were approximately 116m out of 149m ballots cast in the contentious proxy contest, and Agrium officials said the results released on Friday were confirmed by the Canada Stock Transfer Company.

Seven of Agrium’s nominees received more than 100m votes with David Everitt being the top winner with 100,622,346 total ballots cast in his favour.

The highest number received by any of Jana’s candidates received slightly over 52m votes and that nominee was hedge fund managing partner Barry Rosenstein.

His total votes were still more than 7m short of the lowest vote tally for an Agrium director, as Susan Henry received 59,888,147.

Officials with the fertilizer producer said the results show it does have widespread support for current leadership and the way the directors are running the company.

“We thank our shareholders for their overwhelming support in this vote and throughout this extended proxy contest,” said Victor Zaleschuk, Agrium chairman. “Approximately 80 percent of our top 50 actively managed institutional shareholders voted for Agrium’s nominees.”

Jana officials have labeled the election as being tainted and called for an investigation into the voting. Jana public relations officials did not respond to a request by ICIS for comment on the voting numbers but following the vote in a press release Rosenstein said this was the worst example of corporate governance he has ever witnessed.

While he had offered a tone of reconciliation when it appeared Jana had been able to secure two board positions, Rosenstein wanted to pointedly remind the company that in his view the leadership had not conducted themselves properly.

“You are a board that proved that if you play dirty enough, violate all precepts of good corporate governance, fair play, ethical behavior and democracy, you can still lose the campaign but then barely manufacture a victory after the voting is suppose to be over,” Rosenstein said.

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

In the days since stock analysts have questioned whether or not the next move by Jana in regards to Agrium will be a decision to dump their 7.5% stake in the fertilizer producer as the voting defeat may have eroded any leverage the hedge fund previously had to influence decision making or bring about significant changes in business strategy.


By: Mark Milam



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