Jana Partners LLC today announced that Barry Rosenstein and David Bullock appear to have enough votes to be elected to the board of Agrium Inc. at tomorrow’s Annual General Meeting April 9. Jana says that while only Agrium knows the vote results for both sides, Jana believes these two of its five nominees will be elected. It bases this on the number of votes received by these nominees and the typical turnout for contested Canadian elections.
Jana thanked Agrium shareholders for casting approximately 59 million votes on the blue proxy for one or more of Jana’s nominees.
Jana said it has been informed that Agrium contacted some shareholders after Friday’s voting deadline, when Agrium received the full vote results, and asked them to switch their votes away from Jana’s nominees.
Jana said Agrium’s meeting rules permit it to extend the voting deadline without public notice if doing so would help the current board win reelection.
"We ask any shareholder contacted by Agrium to hold firm and contact us to correct anything they may hear," said Rosenstein. "Agrium moved up the voting by over a month to end the debate, and it should not extend it because the results were not to its liking."
"We also note that Agrium’s opposition to adding a minority of new voices to the board was based on its claim that an overwhelming number of shareholders did not favor such change," he added. "Now that this has been disproven, it is time to accept that result rather than continuing to fight behind the scenes."
Rosenstein also called on the Agrium board to put the campaign behind it and start the important work of coming together for the benefit of all shareholders.
"There is no good reason why the full board cannot work with a small number of new directors, particularly given the many areas of mutual agreement, including the importance of cost management, the benefits of a shareholder-friendly capital allocation policy, the value of enhanced disclosure to shed light on the value of Agrium’s businesses, and the benefits of properly incentivizing management to profitably grow those businesses," he said. "There is also no harm that can come from hearing our opinions on matters where we disagree. We are ready to put this campaign behind us and turn to the much more fruitful task of working together collaboratively, and we ask that the full board join us in doing so."