Simpson Oil Condemns Parkland's AGM Delay as Final Tactic in Board's Failed Campaign to Cling to Control
Earlier today, the Board announced that it has postponed the Meeting in order to couple the Board election with a vote on a proposed transaction under which Sunoco LP would acquire all outstanding shares of Parkland—despite having lost the confidence of shareholders. With a Board transition imminent, no material action should have been taken until new, shareholder-supported directors were in place.
Delaying the Meeting and pushing forward with any transaction ahead of board transition represents a clear breach of fiduciary duty—an obvious attempt to cling to power and sidestep shareholder will.
This eleventh-hour maneuver represents a new turn in the Board's deplorable track record of governance and should come as no surprise to shareholders. Delaying the Meeting serves no purpose other than to avoid accountability to shareholders and further entrench the Board.
At the centre of this last-ditch attempt to cling to control is Executive Chair Mike Jennings, whose poor decision making has led to value destruction and a prolonged battle with the Company's largest shareholder. Simpson Oil holds all board members accountable for this deplorable tactic and calls on all 11 incumbent directors to resign immediately.
Shareholders have spoken – they have lost faith in the current board.
Prior to the voting deadline last week, more than 60% of Parkland's shares were voted on Simpson Oil's Gold Proxy Card and submitted to the Company, indicating that Simpson Oil's nominees will hold a majority of seats on the Board after the AGM. Why is this Board making major decisions when it's already lost the confidence of shareholders?
Simpson Oil reiterates its commitment to a fair and timely vote and has applied to Court of King's Bench of Alberta to seek a court order to conduct the AGM on May 6, 2025, as originally scheduled. Simpson Oil will continue to provide updates to shareholders as developments unfold and remains fully committed to protecting shareholder rights and restoring accountability at Parkland.
Shareholders who have already voted using the GOLD Proxy card are encouraged to take no action. Shareholders who have voted on the blue management proxy or have not yet voted and who wish to support Simpson Oil's nominees, are encouraged to still vote using the GOLD proxy which may be accepted if the court orders the Meeting to be held on May 6, 2025. Shareholders also have the right to revoke the management proxy at any time prior to the Meeting's commencement.
Any questions regarding voting after the cut-off or revoking your proxy can be directed to Carson Proxy at 1-800-530-5189, local or text 416-751-2066 or email info@carsonproxy.com.
Advisors
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.
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