Adds Three Simpson Nominees to its Board Slate, and will Include One on the Special Committee Overseeing the Strategic Review
Appoints Brad Monaco as permanent Chief Financial Officer, effective immediately
CALGARY, AB, April 7, 2025 /PRNewswire/ - Parkland Corporation ("Parkland", "we", the "Company" or "our") (TSX: PKI) will today file a management information circular and accompanying materials in connection with its upcoming annual general meeting of shareholders ("AGM"), scheduled to take place at 9:00 a.m. (MT) on May 6, 2025, in-person, in Calgary, Canada.
Parkland Corporation Logo (CNW Group/Parkland Corporation)
On Friday, April 4, 2025, Parkland received notice from Simpson Oil Limited ("Simpson"), which owns approximately 19.8% of Parkland's outstanding common shares, of their intention to nominate nine directors for election at the AGM. This is a self-interested attempt by Simpson, a minority shareholder, to seize full control of Parkland without paying a control premium.
We have welcomed Simpson representatives to rejoin the Board numerous times and have invited them to participate on the Special Committee overseeing the strategic review. It is disappointing that Simpson have chosen this adversarial approach, despite Parkland's Board and management's repeated, good faith efforts, to engage constructively and reach a resolution that appropriately recognizes their minority shareholding.
"Many members of the Simpson slate lack credibility and relevant experience to meet the standards required to govern a public company of Parkland's scale and complexity," said Michael Jennings, Chair of Parkland's Board. "However, in the interest of resolution and collaboration with Simpson, Parkland has selected three of Simpson's nominees who meet Parkland's governance standards and propose to include one of the Simpson nominees on the special committee overseeing the strategic review. Simpson nominees Brian Gibson and Karen Stuckey bring skills that are expected to be additive to our Board. Michael Christiansen brings valuable perspective, as he works for Simpson directly and was previously a nominee of Simpson on the Parkland Board.
"We are committed to maximizing value for all shareholders. We are confident that Parkland's proposed Board, including three of Simpson's nominees, is the best choice to oversee the strategic review process, protect the interest of all shareholders and find a resolution with Simpson while ensuring day-to-day operations remain on track."
Parkland's nominees for election at the AGM are: Felipe Bayon, Nora Duke, Bob Espey, Sue Gove, Tim Hogarth, Richard Hookway, Angela John, Michael Jennings, James Neate, Mariame McIntosh Robinson, Karen Stuckey, Brian Gibson, and Michael Christiansen.
Parkland's Board is proposing a slate of thirteen directors, that will best serve shareholders as an experienced and diversely skilled Board. Lisa Colnett is not standing for re-election as she has reached her ten-year term limit. The Company thanks Lisa for her significant contributions and her dedicated stewardship to Parkland. As part of the Board's ongoing refreshment of longer tenured directors, the Board expects to reduce the size of its membership to 11 before the 2026 annual general meeting of shareholders.
Since 2023, Parkland has added six highly experienced independent directors to the Board. These appointments reinforce our focus on strong corporate governance and demonstrate the Company's commitment to rigorous, ongoing board renewal. Supporting Parkland's recommended Board ensures stable, qualified leadership equipped with deep industry knowledge, public company governance, and transactional expertise – qualities essential for executing a successful strategic review and for ensuring the day-to-day operations of the business remain on track.
Parkland has also appointed Brad Monaco as permanent Chief Financial Officer of the Company, effective immediately. Brad has held progressively senior leadership roles within Parkland's capital markets and Canadian business segment and has served as Interim Chief Financial Officer since January 1, 2025. He has demonstrated strong financial, business, and strategic acumen, and exceptional leadership capabilities within the organization and to Parkland's stakeholders.
The management information circular and related proxy materials, including the Chairman's letter to shareholders and a BLUE form of proxy or voting instruction form ("BLUE Proxy"), will be mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company's website. The Company strongly recommends shareholders vote ONLY ON the BLUE proxy FOR the Parkland Nominees.
Parkland encourages registered shareholders (who require a 15-digit control number) and non-registered shareholders (who require a 16-digit control number) to carefully review the management information circular and vote their common shares in advance of the AGM using the provided methods:
Vote by Telephone: Registered Shareholders: Call toll-free at 1-866-732-8683 (in North America) or 1-312-588-4290 (in countries outside of North America) Beneficial Shareholders: Canada (1-800-474-7493 for English and 1-800-474-7501 for French) and United States (1-800-454-8683)
Questions? Need Help Voting? Contact Kingsdale Advisors: 1-888-518-6832 (Toll-free in North America) or 1-647-251-9740 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.
To obtain current information about voting your Parkland common shares, please visit www.ourparkland.ca.
Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, "forward looking statements"). When used in this news release, the words "aim", "continue", "expect", "will", "would" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the timing of the AGM; the Board, and the composition and attributes thereof; the expected reduction in size of the Board; and the mailing of proxy materials in connection with the AGM and the expected timing thereof.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland's ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form, and under the headings "Forward-Looking Information" and "Risk Factors" in Parkland's Management's Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland's website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
