JANA Partners LLC has notified Agrium Inc. shareholders that Agrium 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,” noted the announcement from JANA Partners.
The memorandum that JANA claims was private and coming from Agrium to brokers and investment advisers sets forth financial terms of what is being called a vote-buying strategy. The memo outlines a 25 cent-per-share payment with stipulations on number of shares owned by voters and payment only if the Agrium slate of nominees is elected to the full board.
Agrium management and JANA have been in a prolonged fight over spin off of the Agrium retail operation from the company’s other businesses. JANA has proclaimed that it will end up having the company do as it wants through election of a slate of board candidates that it supports.
JANA made the following statement in its complaint about what it suggests is buying votes and squandering shareholders’ capital. “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 Canada 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.”
JANA is also telling shareholders who might have already submitted their proxy vote that they can change it.