Agrium incumbent nominees re-elected to board

Published online: Apr 16, 2013

Agrium Inc. announced the results of its 2013 annual meeting of shareholders Apil 9.

Shareholders re-elected all 12 incumbent directors nominated by Agrium while candidates from challenger JANA Partners failed to gain any seats on the board.

"We thank our shareholders for their overwhelming support for Agrium and its integrated strategy," said Mike Wilson, Agrium president and CEO. "We will continue to focus on maximizing shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop input value chain and returning capital to shareholders."

"Approximately 80 percent of our top 50 actively managed institutional shareholders voted for Agrium's nominees," said Victor Zaleschuk, Agrium's chair.

On Friday, JANA Partners announced it thought it had enough votes to install two directors on the Agrium board. Originally JANA sought to add five to the board. The breakdown of the votes was not released but JANA said each of JANA's nominees received on average 25 percent of the votes cast, excluding JANA's own votes.

In leading up to the vote on Friday, April 5, controversy erupted when each group accused the other of underhanded tactics to gain votes.

Agrium accused JANA of using "Trojan horse tactics" to sneak directors onto the company's board and pursue a strategy to break up the company, which JANA has proposed for months. JANA accused Agrium of "buying votes" when Agrium offered a fee to brokers for every share that retail investors voted for the company's slate.

During an address after the vote at the Agrium annual meeting in Calgary, Alberta, Canada, The Globe and Mail reported that Barry Rosenstein, JANA founder, said, "I congratulate you. You are a board that proved that if you play dirty enough, violate all precepts of good corporate governance, fair play, ethical behavior and democracy, you can still lose the campaign but then barely manufacture a victory after the voting is supposed to be over."

Rosenstein says he remains critical of Agrium and has no intention of giving up and plans to "investigate the vote changes after the voting deadline and of course the vote buying to pursue all appropriate remedies."