Calgary — Agrium Inc. reports that Glass, Lewis & Co. LLC has recommended that its clients vote for all 12 of Agrium’s director nominees in the upcoming April 9 shareholder meeting, in which Jana Partners LLC hopes to name five members to the board. Glass Lewis is a leading independent international corporate governance analysis and proxy voting firm that focuses on the long-term financial impact of investment and proxy vote decisions. While Glass Lewis praised Agrium’s “straightforward and succinct analysis,” it dubbed Jana’s as “misleading at best.” Agrium noted that two other firms – Pensions Investment Research Consultants (PIRC), a UK-based proxy advisory firm, and Egan-Jones – also support Agrium. In the meantime, another large Agrium shareholder, Aimco, one of Canada’s largest investment firms, also sided with Agrium, citing Jana’s “golden leash” on its five nominees. Aimco said a different payment scheme for these directors would cause a lack of independence, fragmentation, and reduced efficacy. Another group, however, threw a bone to Jana, which is Agrium’s largest shareholder. ISS recommends that shareholders put two of Jana’s five nominees on the board—Jana Managing Partner Barry Rosenstein, and David Bullock, former UAP executive. ISS argues that Jana has made a compelling case for change. The two members could continue to make this on the board, but would have to be persuasive as they would not have enough power to break up the company by themselves.
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