Leading Proxy Advisory Firm Backs Simpson Oil's Call for Board Overhaul at Parkland
Glass Lewis Concludes Stronger Independent Board Oversight is Needed, Citing Significant Underperformance, Financial and Strategic Execution Challenges, and a Consistent Pattern of Board Entrenchment
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GRAND CAYMAN, Cayman Islands — Simpson Oil Limited ('Simpson Oil', 'we' or 'our'), the largest shareholder of Parkland Corporation ('Parkland' or the 'Company'), holding 19.8% of the outstanding common shares, today announced that Glass, Lewis & Co. ('Glass Lewis'), a leading independent proxy advisory firm, has recommended that Parkland shareholders support meaningful boardroom change by voting for seven of its nine director nominees at the Company's Annual General Meeting (the 'Meeting' or the 'AGM') to be held on May 6, 2025.
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Glass Lewis recommends that shareholders vote the GOLD proxy card to elect Monty Baker, Michael Christiansen, Mark Davis, Chris Folan, Brian Gibson, Darcy Morris, and Karen Stuckey to the Board of Directors (the 'Board').
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Simpson Oil reiterates that wholesale change is required, and that only the election of ALL NINE of its highly qualified nominees will deliver the fresh leadership, governance, and accountability shareholders deserve. A clean break is needed from legacy directors like Michael Jennings—whose tenure as Board Chair has been marked by entrenchment, gamesmanship, and value destruction—and James Neate, whose skillsets are neither additive nor needed on a refreshed Board.
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In its full report, Glass Lewis affirmed Simpson Oil's case for change, highlighting the magnitude and persistence of the Company's underperformance 1:
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' This persistent underperformance, coupled with repeated financial and strategic execution challenges over multiple years, signals that stronger independent board oversight is necessary to drive shareholder value creation and strategic discipline.'
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Beyond poor performance, Glass Lewis flagged serious governance concerns, pointing to a pattern of Board 'entrenchment' and 'gamesmanship':
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'Taken individually, each of these decisions—from the accelerated 2024 AGM timing, to the decision to include Dissident Nominees on its slate without prior notice or engagement, to the lack of a universal proxy form—could be explained as defensible in isolation. Taken together, however, they reveal a consistent pattern, in our view: the board has repeatedly taken governance actions that appear more reactive than proactive, and more focused on retaining control than facilitating transparent, shareholder-focused outcomes. '
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Importantly, Glass Lewis also criticized the incumbent Board's disregard for shareholder input, particularly its past unwillingness to consider strategic alternatives despite persistent underperformance. While the incumbent Board has now reactively launched a strategic review and the CEO has tendered his resignation, Glass Lewis notes:
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'With a CEO succession process and strategic alternatives review now running concurrently, it is essential that the board overseeing both be viewed by shareholders and the market as credibly independent, compositionally balanced, and strategically focused. Against this backdrop, we believe that a majority refresh is necessary to realign board composition with shareholder expectations and to ensure credible, shareholder-focused oversight of these critical processes.'
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Simpson Oil reaffirms that its nine-person slate is committed to pursuing a dual track process: conducting a comprehensive strategic review while simultaneously repositioning the Company for long-term success—all aligned to the goal of maximizing value for all shareholders.
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We are pleased that Glass Lewis, a respected and independent advisory firm, has recognized the consistent pattern of poor governance and ineffective leadership at Parkland, and has concluded that significant boardroom change is needed.
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For more information on the Simpson Oil nominees, their plan to unlock shareholder value at Parkland, and how to vote for the entire Simpson Oil slate on the GOLD Proxy Card, visit www.RefuelParkland.com. Proxy materials are also available under Parkland's SEDAR+ profile at www.sedarplus.ca, including a GOLD Proxy Card or voting instruction form. The deadline to return proxies to Simpson Oil is 5:00 p.m. (Calgary time) on Thursday, May 1, 2025.
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Longacre Square Partners
Amy Freedman / Andy Radia
SimpsonOil@longacresquare.com
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