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Agrium Inc. (AGU)
April 09, 2013 1:00 pm ET
Victor J. Zaleschuk - Chairman, Member of Corporate Governance & Nominating Committee and Ex-Officio Member of Special Committee
Victor J. Zaleschuk
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I confirm that the meeting and the proxy cutoff have not been waived or extended. Is there any [indiscernible]. Go ahead Alex.
Thanks, Mr. Chairman. My name is Alex Moore [ph], I'm a proxy holder with respect to common shares of Agrium. This is a few preliminary points before the formal business of the meeting. First, I'd just like to inform the meeting that we have submitted a request for an opportunity to review proxies and also the completed ballots in connection with the meeting. We understand that, that request is being considered. And if there is an opportunity afforded, it would be after the meeting. We don't propose to make a motion to recess for that purpose.
I'd also like to raise an objection to the inclusion or the acceptance by the Chairman at this meeting of all white proxies that were deposited in connection with this meeting that were solicited pursuant to Agrium's soliciting dealer arrangements pursuant to which Agrium has agreed to pay Canadian brokers and advisors $0.25 per share for soliciting the voting of shares by Canadian retail shareholders in favor of the reelection of management's nominees. With respect to this objection, I would note that the Chairman of this meeting, as the chairman, you have the duty to promote the administrative fairness directed generally towards the best interest of the company. The best interest of the company centers solely in this meeting on the maintenance of the integrity and propriety of the voting procedure. Agrium's payment of soliciting fees, conditional on the reelection of all incumbent management nominees, fundamentally undermines the fairness of the election and the company's -- election of the company's directors and the integrity of the voting process of this meeting. I also have another objection about proxies that were submitted, if you would like to consider that.
Victor J. Zaleschuk
Why don't you give us all of your objections.
An additional objection, we have -- I also object to any acceptance of white proxies that are deposited in connection with this meeting that are deposited after the proxy cutoff time. I know that Mr. Solomon has indicated that the cut off has not been waived, should it be waived, we will object to the inclusion of any of those proxies at this meeting.
JANA Partners understands that notwithstanding the passage of the proxy cutoff time, representatives of Agrium continue to solicit shareholders' to change their votes, doing so without providing accurate disclosure of the level of support that the board nominees proposed by JANA Partners have garnered from shareholders. The solicitation by Agrium representatives of shareholders after the proxy cutoff has undermined the integrity of the voting process of this meeting.
Those are my objections at this point. Thank you, Mr. Chairman.
Victor J. Zaleschuk
Okay. I'm aware of those objectives, and I have considered them and I'm not prepared to delay or interfere with the results of the shareholder vote on account of these objections. So we will continue.
I do have another objection, Mr. Chairman.
Victor J. Zaleschuk
Just kind of go through all them at the same time.
Well, this objection does arise partly in connection with respect to the response to my previous objections. As a result of these rulings, I object to the continuation, Mr. Chairman, of your chairmanship of this meeting, and I propose that an independent chair be appointed for the remainder of the meeting. As mentioned before, it is the rule of the chair to ensure the administrative fairness in connection with this meeting directed toward the best interest of the company. And the best interest of the company centers solely on the maintenance and integrity and propriety of the voting procedure. JANA Partners had requested an independent Chairman be appointed for this meeting on March 28, 2013, and that request was denied. JANA Partners had and continues to have concerns regarding the ability of the Chairman to chair this meeting in an impartial and nonpartisan way. We note that in a March 27th press release, the Chairman stated that there is no basis for JANA to receive even a single board seat, and we are confident that our shareholders will rightly and roundly [ph] defeat JANA's nominees. This public statement, as well as other public statements Mr. Zaleschuk has made regarding JANA Partners, its director nominees and its proposals for the company, clearly suggest that he is not able to act impartially in the context of this meeting. And in particular, in connection with the counting of proxies of the Chairman whether any of the JANA Partners nominees are elected to the board. The Chairman's denial of the objection to the inclusion of proxies solicited by Agrium pursuant to the undisclosed soliciting dealer arrangements in which it is agreed to pay $0.25 per share in favor of the incumbent's reelection, including his own reelection, demonstrates that the Chairman is not fulfilling his obligation to ensure the integrity of the voting process of this meeting.