Entire Agrium slate elected to board of directors, shutting out activist investor Jana
Jana demands probe after its five nominees were shut out
CALGARY — Activist investor Jana Partners was shut out Tuesday in its attempt to win a spot on the board of Agrium Inc. and push its agenda for change at the company.
All 12 of the company’s nominees were elected to the board, denying a spot to all five that had been nominated by Jana.
“This vote shows the overwhelming support for Agrium and its integrated strategy,” Agrium president and chief executive Mike Wilson said.
“We will continue to focus on maximizing shareholder returns by driving continuous improvements to our base businesses, pursuing valueadded growth opportunities across the crop input value chain and returning capital to shareholders.”
In a news conference after the shareholders’ vote, Wilson said the results show that Agrium has a great team in place.
“The company works very well under fire,” he said. “I’m proud to say we have a good organization and good morale.”
Wilson said he doesn’t know what Jana’s plans are now, following its defeat over the directors’ nominations.
“If they go away, that’s their decision,” he said. “If they stay, I will look forward to sitting down with them and saying OK, I want to talk with you like I talk to every shareholder. I want to be very collaborative in this.”
However Jana called the vote “tainted” and called for an investigation.
Jana, which is Agrium’s largest shareholder, had thought
“We’re not going away.” JANA LEAD PARTNER BARRY ROSENSTEIN
it had enough votes to have two of its nominees sit on the board. However, it said that votes were revoked to prevent them from the winning seats.
“We’re not going away,” said Barry Rosenstein, Jana’s lead partner.
The fertilizer giant said the vote was done according to the rules.
New York-based Jana, which has spent more than $1 billion for a 7.5-per-cent stake in Agrium, has made a number of proposals for change at the company.
It wanted to push for better cost control, governance and capital management. Jana also wanted to spin off Agrium’s retail division, which sells seeds, fertilizers and other products to farmers, from its wholesale segment.
Agrium said the board has weighed the idea and determined such a move would destroy shareholder value.