Calls Out the Board’s Latest Act of Entrenchment and Gamesmanship: Bloating the Board Size to 13
Urges Shareholders to Vote the GOLD Proxy FOR ALL NINE of Simpson Oil’s Highly Qualified Director Candidates Ahead of the May 6 Annual General Meeting
Reminds Shareholders to Visit www.RefuelParkland.com to Learn More About Simpson Oil’s Nominees and Their Detailed Plan to Deliver Accountability and Long-Term Value for the Benefit of All Shareholders
GRAND CAYMAN, Cayman Islands, April 11, 2025--(BUSINESS WIRE)--Simpson Oil Limited ("Simpson Oil"), the largest shareholder of Parkland Corporation ("Parkland" or the "Company"), holding 19.8% of the outstanding common shares, today announced it has filed and commenced mailing of its dissident information circular (the "Circular") and GOLD proxy in connection with the Company’s upcoming 2025 Annual General Meeting of Shareholders on May 6, 2025 (the "Meeting"). The mailing includes a shareholder letter in which Simpson Oil outlines the urgent need for change at Parkland.
The Circular and shareholder letter correct several misleading statements made by the Company, outline the background leading to this campaign, and highlight how the current Board of Directors (the "Board") has consistently chosen entrenchment over accountability. The latest example: After Simpson Oil submitted its director nominations on Friday, April 4, the Company chose not to respond. Instead, it released its circular the following Monday—unilaterally including three of our nominees on its own slate in a desperate attempt to look collaborative—without ever contacting Simpson Oil or the nominees it included. At the same time, the Board expanded from 11 to 13 directors, only to commit to reduce the size again next year; a tacit admission that a Board of 13 is far too big.
Consistent with the Board's shameful governance track record, the Company’s proxy card is not a "universal proxy card", which is commonly regarded as a governance best practice because it enables shareholders to select directors from the combined list of all nominees.
The inherent contradiction between the Board’s statements that it has "tried like crazy" to interact constructively with Simpson Oil and its actions to obstruct basic shareholder rights highlight the broader pattern of governance gamesmanship designed to dilute shareholder input and shield the long-tenured CEO, Bob Espey, from accountability.
At the Meeting, shareholders will have a clear choice: Vote for an entrenched Board that has repeatedly failed to hold long-tenured CEO Bob Espey accountable for a dismal track record of value destruction, chronic financial underperformance, and a failing strategy, or vote FOR ALL NINE of Simpson Oil’s nominees—former CEOs, experienced public company directors, M&A experts, and capital markets veterans with deep expertise across energy, retail, governance, strategy, and operations—with a real plan to Refuel Parkland.
Your vote is important for the future of your investment
Shareholders are encouraged to review the proxy materials and vote the GOLD universal form of proxy or GOLD voting instruction form FOR all nine Simpson Oil Nominees. The deadline to return proxies to Simpson Oil is 5:00 p.m. (Calgary time) on Thursday, May 1, 2025. If you have questions or need help voting, contact Carson Proxy, at 1-800-530-5189 (North America Toll Free), 416-751-2066 (Local and Text), or by email at info@carsonproxy.com.
Blake, Cassels & Graydon LLP is serving as legal counsel. Longacre Square Partners is serving as strategic advisor, and Carson Proxy is serving as proxy solicitor.
Legal Disclosures:
Simpson Oil has filed the Circular containing disclosure prescribed by corporate and securities laws applicable to dissident solicitations. The Circular is hereby incorporated by reference into this press release and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4.
Proxies for the Meeting may be revoked in accordance with subsection 148(3) of the Business Corporations Act (Alberta) by a registered shareholder of Company shares: (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or an adjournment of the Meeting, at which the proxy is to be used, or (ii) with the chair of the Meeting on the day of the Meeting or an adjournment of the Meeting, or (b) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
The costs incurred in the preparation and mailing of any circular or proxy solicitation by Simpson Oil and any other participants named herein will be borne directly and indirectly by Simpson Oil. However, to the extent permitted under applicable law, Simpson Oil intends to seek reimbursement from the Company of all expenses incurred in connection with the solicitation of proxies for the election of the Nominees at the Meeting.
This press release and any solicitation made by Simpson Oil is, or will be, as applicable, made by such parties, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Simpson Oil who will not be specifically remunerated therefor. In addition, Simpson Oil may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf. Simpson Oil has entered into an agreement with Carson Proxy for solicitation and advisory services in connection with the solicitation of proxies for the Meeting, for which Carson Proxy will receive a fee not to exceed $250,000, together with reimbursement for reasonable and out-of-pocket expenses.
No member of Simpson Oil nor any of their associates or affiliates has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed financial year or in any proposed transaction that has materially affected or will or would materially affect the Company or any of the Company’s affiliates. No member of Simpson Oil nor any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.
