April 1, 2013
/PRNewswire/ -- JANA Partners LLC today notified shareholders that Agrium Inc. ("Agrium") (TSX / NYSE: AGU) is using shareholder money to pay brokers and investment advisers to cause their clients to vote for Agrium's board nominees at the upcoming Annual General Meeting. Based on the support it has already received, JANA remains confident that change is coming to Agrium's board, which helps to explain Agrium's pursuit of this tactic. The private memorandum from Agrium to brokers and investment advisers setting forth the financial terms of this vote-buying strategy provides as follows:
Agrium will pay members of the Soliciting Dealers Group who facilitate the voting of shares by retail beneficial owners of shares resident in Canada, a fee of C$0.25 per share for each share voted in favour of the Agrium Nominees, provided that the fee in respect of any single beneficial owner of shares shall not be less than C$100 (provided such beneficial owner holds a minimum of 30 shares) or more than C$1,500.
No solicitation fees will be payable if the slate of Agrium Nominees are not elected in full to the Board …
Not only does this strategy belie Agrium's claims of broad shareholder support, but JANA believes that the use of such agreements by a sitting board in a contested election is entirely inappropriate and an affront to basic notions of good governance. While broker compensation arrangements are sometimes employed in
in solicitations for shareholder approval of mergers or other transactions that have been approved by a board which is not conflicted, it is entirely another matter for a self-interested board of directors to employ the tactic to influence the outcome of its own election.
Making matters worse, it appears that while Agrium began preparing to employ this strategy at least two weeks ago, shareholders are being kept in the dark about the obvious conflicts that participating brokers and investment advisers face given that they are being paid to solicit votes for Agrium rather than acting solely in their clients' best interests. Unlike proxy solicitors, who publicly identify themselves as soliciting for the incumbent or shareholder nominees, brokers and investment advisers are presumed by clients to be acting in their best interest in making vote recommendations, rather than being motivated by receiving a fee.