Yahoo Finance SC2 AFFILIATE TO NOMINATE HIGHLY QUALIFIED DIRECTOR FOR ELECTION TO SHERRITT BOARD
CALGARY, AB, April 22, 2024 /CNW/ - SC2 Inc. ("SC2") announces that one of its affiliates has provided advance notice to Sherritt International Corporation ("Sherritt") of its intention to nominate Mark Plamondon (the "Nominee") for election to Sherritt's board of directors at the annual meeting of shareholders scheduled for May 9, 2024 (the "Meeting"). At the Meeting, SC2 intends to vote FOR the election of the Nominee.
INFORMATION ABOUT THE NOMINEE
The following table contains information about the Nominee that is prescribed by securities legislation for inclusion in a management information circular relating to the election of directors. Information about the Nominee was not included in the Management Information Circular of Sherritt dated March 28, 2024 (the "Circular"), or in the form of proxy that was circulated by Sherritt to shareholders.
MARK PLAMONDON Corporate Director Independent
Residence: Alberta, Canada Age: 55 Director since: N/A 2023 meeting attendance: N/A 2023 vote: N/A | |
Areas of expertise • Mining operations • Nickel and cobalt refining • Government / industry relations |
• Strategic planning • Corporate governance • Operating experience in complex international jurisdictions |
Business experience Mark Plamondon is a seasoned business executive with over 30 years of experience and expertise relating to the management, operation, optimization, and financial analysis of mineral processing operations. He is currently the Executive Director of Alberta's Industrial Heartland Association, a non-profit organization founded in 1999 to guide investment attraction to an industrial energy cluster in Alberta and one of the world's most attractive locations for chemical, petrochemical, oil, and gas investment. Previously, Mr. Plamondon held increasingly senior roles at Sherritt, including, most recently, Senior Vice President, Technical Services, where he was responsible for engineering, research, technology, analytical services, and marketing activities. His other roles at Sherritt included Senior Vice President, Ambatovy Joint Venture; Senior Vice President, Sherritt Coal; Managing Director, Chief Operating Officer, and Deputy Chief Executive Officer, Moa Nickel S.A.
Other public company boards in the past five years None
Other boards Alberta's Industrial Heartland Association
Public board interlocks None
Education and distinctions Professional Engineer (The Association of Professional Engineers and Geoscientists of Alberta) Master of Business Administration (University of Alberta) Bachelor of Applied Science in Metals and Materials Engineering (University of British Columbia)
Equity ownership Shares: 0 Deferred share units: 0 Total value: $0
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The Nominee has consented to serve as a director of Sherritt and, if elected, will hold office until the end of the next annual meeting of shareholders unless he resigns or otherwise leaves office. He is qualified to be a director under the Canada Business Corporations Act and, if elected as a director of Sherritt, will be "independent" of Sherritt within the meaning of National Instrument 52-110 – Audit Committees.
The Nominee has advised SC2 that he: (a) was not, as at the date of the Circular, or within ten years before the date of the Circular, a director, chief executive officer, or chief financial officer of any company (including Sherritt) that, (i) was subject to an order that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the Nominee ceased to be a director, chief executive officer, or chief financial officer and which resulted from an event that occurred while the Nominee was acting in the capacity as director, chief executive officer, or chief financial officer; or (b) was not, as at the date of the Circular, or within ten years before the date of the Circular, a director or executive officer of any company (including Sherritt) that, while the Nominee was acting in that capacity, or within a year of the Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement ,or compromise with creditors or had a receiver, receiver manager, or trustee appointed to hold its assets; or (c) did not, within the ten years before the date of the Circular, become bankrupt, make a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or institute any proceedings, arrangement, or compromise with creditors, or have a receiver, receiver manager, or trustee appointed to hold his assets.
The Nominee has also advised SC2 that he has not: (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; (b) entered into a settlement agreement with any securities regulatory authority; or (c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.
None of SC2 and its directors and officers or, to the knowledge of SC2, any associates or affiliates of the foregoing, or to the knowledge of SC2, the Nominee or his respective associates or affiliates, has: (a) any material interest, direct or indirect, in any transaction since the commencement of the most recently completed financial year of Sherritt, or in any proposed transaction which has materially affected or will materially affect Sherritt or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the upcoming shareholder meeting, other than the election of directors.
SHERRITT ENTRENCHES ITS BOARD AND MANAGEMENT
SC2's affiliate provided advance notice of the Nominee to Sherritt in accordance with its advance notice bylaws (the "Advance Notice Bylaws"). The Sherritt board adopted the Advance Notice Bylaws for the purpose of providing "a fair and transparent procedure for nominating directors".(1) However, Sherritt has repeatedly used the Advance Notice Bylaws to ENTRENCH its board and management. Most recently, SC2 submitted advance notice on April 4, 2024, five days prior to the deadline under the Advance Notice Bylaws, but Sherritt AVOIDED informing shareholders of the Nominee by providing the disclosure in the Circular as of March 28, 2024, rather than April 9, 2024, the date on which Sherritt filed the Circular on SEDAR+.
SHERRITT IGNORES TSX GUIDANCE REGARDING ADVANCE NOTICE
The Toronto Stock Exchange (the "TSX"), the stock exchange on which Sherritt's common shares are listed, has published guidance on advance notice policies, including examples of provisions in advance notice bylaws that frustrate or circumvent its policy objectives on the nomination of directors. The Advance Notice Bylaws appear to FRUSTRATE or CIRCUMVENT the guidance provided by the TSX in at least the following respects:
The Advance Notice Bylaws require a nominating security holder to be present at the shareholder meeting at which its nominee is standing for election for the nomination to be accepted, notwithstanding the number of votes obtained by the nominee.
The Advance Notice Bylaws require a nominating security holder to provide unduly burdensome or unnecessary disclosure, such as the dates when the security holder acquired securities of Sherritt, or other information that is irrelevant for Sherritt shareholders to make an informed decision with respect to the election of directors.
Sherritt can and must do better.
SHERRITT IGNORES ISS AND GLASS LEWIS RECOMMENDATIONS REGARDING ADVANCE NOTICE
Canada's most influential proxy advisors, Institutional Shareholders Services ("ISS") and Glass Lewis, have repeatedly expressed concerns about the use of advance notice bylaws to IMPEDE the nomination of new directors and ENTRENCH incumbent directors and managers. According to ISS, issuers such as Sherritt should also provide sufficient information to shareholders to enable them to make informed decisions about the nominees proposed under their advance notice bylaws:
"… any information that is required under corporate securities law or that could be used by shareholders to determine director nominee qualifications, relevant experience, independence, and/or shareholding/voting/economic interests in the company held by a director nominee or the nominating shareholder should be clearly provided to shareholders."(2)
SC2 was forced to issue this news release due to the lack of information disclosed by Sherritt about the Nominee. Again, Sherritt can and must do better.
DISCLAIMER
The information contained in this news release does not, and is not meant to, constitute a solicitation of any proxy within the meaning of corporate or securities legislation. SC2 intends to rely on the exemption contained in Section 9.2(2) of National Instrument 51-102 – Continuous Disclosure Obligations to solicit proxies from no more than 15 Sherritt securityholders in connection with the election of the Nominee. SC2 or one or more of its affiliates may also choose to file a dissident information circular in due course in compliance with corporate and securities legislation.
ABOUT SC2
SC2 is a limited company that was incorporated under the laws of the Province of Alberta by a concerned shareholder of Sherritt, for the specific purpose of making the Offer.
FORWARD-LOOKING INFORMATION
This news release contains forward-looking information within the meaning of securities laws. In general, forward-looking information refers to disclosure about possible conditions, events, or financial performance that is based on future economic conditions and courses of action, and includes disclosure that is presented as a forecast, plan, or projection. More particularly and without limitation, this news release contains forward looking information concerning the intention of an affiliate of SC2 to nominate the Nominee at the Meeting and the intention of SC2 to vote for the election of the Nominee at the Meeting; and the possibility that SC2 or one or more of its affiliates may file a dissident information circular. The forward-looking information is based on certain key expectations and assumptions made by SC2. Although SC2 believes that the expectations and assumptions on which the forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SC2 can give no assurance that they will prove to be accurate. By its nature, forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed in this news release. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date of this news release, and to not use such forward-looking information for anything other than its intended purpose. SC2 undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by securities laws.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER SECURITIES OR OTHER LAWS.
(1) Sherritt International Corporation, Management Information Circular (March 28, 2014). |
(2) Institutional Shareholder Services Inc., "Canada Advance Notice Requirements Frequently Asked Questions" (November 18, 2019). |
SOURCE SC2 Inc.
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