Latest news with #MichaelChristiansen
Business Wire
29-04-2025
- Business
- Business Wire
Leading Proxy Advisory Firm Backs Simpson Oil's Call for Board Overhaul at Parkland
GRAND CAYMAN, Cayman Islands--(BUSINESS WIRE)--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. 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'). 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. In its full report, Glass Lewis affirmed Simpson Oil's case for change, highlighting the magnitude and persistence of the Company's underperformance 1: ' 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.' Beyond poor performance, Glass Lewis flagged serious governance concerns, pointing to a pattern of Board 'entrenchment' and 'gamesmanship': '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. ' 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: '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.' 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. 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. Protect Your Investment: Vote For All NINE Simpson Oil Nominees 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 Proxy materials are also available under Parkland's SEDAR+ profile at 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. If you would like to vote shares that you hold in your Employee Share Purchase Plan (ESPP), if you have not received your Voting Instruction Form (VIF) by mail, or if you need help voting the GOLD proxy, please contact Carson Proxy, at 1-800-530-5189 (North America Toll Free), 416-751-2066 (Local and Text), or by email at info@
National Post
28-04-2025
- Business
- National Post
ISS Joins Glass Lewis in Urging Parkland Shareholders to Vote For Meaningful Change
Article content Simpson Oil Reminds Shareholders to Visit for Details on How to Vote for All Nine of Simpson Oil's Director Candidates on the GOLD Proxy Card Ahead of May 6 AGM Article content 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 Institutional Shareholder Services Inc. ('ISS') has joined Glass, Lewis & Co. ('Glass Lewis') in recommending that Parkland shareholders support significant change by voting for six of its nine director nominees at the Company's Annual General Meeting (the 'Meeting' or the 'AGM') to be held on May 6, 2025. Article content ISS has recommended that shareholders vote the GOLD proxy card to elect Monty Baker, Michael Christiansen, Chris Folan, Brian Gibson, Darcy Morris, and Karen Stuckey to the Board of Directors (the 'Board'). Article content Both ISS and Glass Lewis delivered scathing assessments of the current Board and its prolonged track record of underperformance and value destruction. In recommending the GOLD proxy card, ISS noted: Article content '…it is paradoxical that the board would concede a compelling case for change, as evidenced by the planned resignation of the company's CEO, commencement of a strategic review, and recommendation for three dissident nominees, while asserting that PKI (and not shareholders) should control how many, and which dissident nominees should be elected.' Article content On governance, ISS criticized the Board's handling of CEO succession, noting: Article content 'The board's actions with respect to CEO succession in the last year are troubling in view of the fact that little evidence exists robust CEO succession planning measures were implemented, including an evaluation of external CEO prospects, during a pivotal year for CEO performance.' Article content Both proxy advisors also flagged 'grave' governance concerns, citing entrenched behaviors and persistent gamesmanship. ISS concluded: Article content 'In short, the board has displayed a troubling pattern of decision-making aimed at thwarting the dissident. This has been reflected in the board's treatment of the dissident, in the board's persistent gamesmanship, and in the board's failure to proactively address leadership and other critical matters. These and other decisions have come at a steep cost to shareholders.' Article content ISS also underscored that responsibility for these governance failures extends to key members of the current Board: Article content '[Chair Michael] Jennings served alongside [Richard] Hookway and [Nora] Duke on the [governance and ethics] committee over the past year, meaning that all three bear some responsibility for PKI's deficient corporate governance.' Article content In light of the above commentary, Simpson Oil reiterates the urgent need for wholesale change and the election of all NINE of its highly qualified nominees. Michael Jennings is clearly accountable for the reactive behaviour of the Board as a whole and its efforts to prevent Simpson Oil from exercising its basic shareholder rights—the tone comes from the top. Furthermore, with the selection of Chris Folan by both ISS and Glass Lewis, there is no justification for retaining legacy director James Neate. Article content Finally, given the Board's history of flawed governance practices, we caution the Company from deploying any tactics that could delay the Meeting and/or compromise the integrity of the shareholder vote. Article content Simpson Oil reiterates that only the election of ALL NINE of its highly qualified nominees will deliver the fresh leadership, governance, and accountability shareholders deserve. Article content VOTE TODAY: Please ensure your GOLD form of proxy or VIF is received by the proxy voting deadline of May 1, 2025, at 5:00pm Mountain Time. Article content If you would like to vote shares that you hold in your Employee Share Purchase Plan (ESPP), if you have not received your Voting Instruction Form (VIF) by mail, or if you need help voting the GOLD proxy, please contact Carson Proxy, at 1-800-530-5189 (North America Toll Free), 416-751-2066 (Local and Text), or by email at info@ Article content Article content Article content Article content Contacts Article content Media Enquiries Longacre Square Partners Amy Freedman / Andy Radia SimpsonOil@ Article content Article content
Ottawa Citizen
28-04-2025
- Business
- Ottawa Citizen
Leading Proxy Advisory Firm Backs Simpson Oil's Call for Board Overhaul at Parkland
Article content Glass Lewis Concludes Stronger Independent Board Oversight is Needed, Citing Significant Underperformance, Financial and Strategic Execution Challenges, and a Consistent Pattern of Board Entrenchment Article content Article content Article content 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. Article content 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'). Article content 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. Article content In its full report, Glass Lewis affirmed Simpson Oil's case for change, highlighting the magnitude and persistence of the Company's underperformance 1: Article content ' 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.' Article content Beyond poor performance, Glass Lewis flagged serious governance concerns, pointing to a pattern of Board 'entrenchment' and 'gamesmanship': Article content '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. ' Article content 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: Article content Article content '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.' Article content 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. Article content 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. Article content 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 Proxy materials are also available under Parkland's SEDAR+ profile at 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. Article content Article content Article content Article content Contacts Article content Media Enquiries Longacre Square Partners Amy Freedman / Andy Radia SimpsonOil@ Article content Article content
National Post
28-04-2025
- Business
- National Post
Leading Proxy Advisory Firm Backs Simpson Oil's Call for Board Overhaul at Parkland
Article content Article content Article content 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. Article content 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'). Article content 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. Article content In its full report, Glass Lewis affirmed Simpson Oil's case for change, highlighting the magnitude and persistence of the Company's underperformance 1: Article content ' 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.' Article content Beyond poor performance, Glass Lewis flagged serious governance concerns, pointing to a pattern of Board 'entrenchment' and 'gamesmanship': Article content '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. ' Article content 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: Article content '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.' Article content 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. Article content 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. Article content 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 Proxy materials are also available under Parkland's SEDAR+ profile at 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. Article content Article content Article content Article content Contacts Article content Media Enquiries Longacre Square Partners Amy Freedman / Andy Radia SimpsonOil@ Article content Article content
Yahoo
07-04-2025
- Business
- Yahoo
Simpson Oil Sends Letter to Parkland Shareholders and Nominates Nine Highly Experienced Directors to Refuel Parkland and Restore Value
Outlines the Current Board's Track Record of Entrenchment, Chronic Financial Underperformance, and Sustained Destruction of Shareholder Value Believes the Time Has Come to Hold the Board Accountable for Failing Shareholders With Its Lack of Management Oversight, Succession Planning, and Misguided Decision Making Launches Detailing the Case for Change and Introducing the Director Nominees and the Plan to Build Shareholder Value at Parkland GRAND CAYMAN, Cayman Islands, April 07, 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 released a letter to Parkland shareholders outlining why change is urgently needed at the Company's 2025 Annual General Meeting (the "Meeting"), scheduled to be held on May 6. The full letter can be downloaded here. In its letter, Simpson Oil details Parkland's persistent track record of financial underperformance, strategic missteps, and sustained destruction of shareholder value overseen by the Company's current Board of Directors (the "Board"). Notably, Simpson Oil highlights that Parkland's total shareholder return ("TSR") has collapsed since 2019, underperforming its peers by a staggering 95.7%.1 As shareholder frustrations have mounted, Simpson Oil has tried to work constructively with the Board to rebuild value at Parkland. However, after being granted two Board seats in 2023, Simpson Oil's nominees were deliberately excluded from key discussions and denied any real influence. The Board chose entrenchment over accountability — leaving Simpson Oil no other choice but to take action in the best interests of all shareholders. Simpson Oil is now nominating nine highly qualified individuals to replace the incumbents and hold the Board accountable for consistently quashing dissent, ignoring shareholders, failing at management succession and planning, lacking transparency, blocking value creation opportunities, and enabling a CEO whose undisciplined M&A strategy, poor integrations, and runaway spending have driven operational and strategic failure. To deliver the meaningful change shareholders deserve, Simpson Oil is nominating the following individuals for election to the Board: √ Monty Baker, former Partner at PricewaterhouseCoopers and former director at Stelco Holdings Inc. (TSX: STLC) with significant experience in global strategy, operations, and human resources. √ Michael Christiansen, Investment Manager at the Simpson Group and a representative of the nominating shareholder. √ Mark Davis, the former President and CEO of Chemtrade Logistics Income Fund (TSX: CHE-UN) with decades of executive leadership, public board experience, and strategic oversight. √ Jackie Doak, Director of Dart Enterprises Ltd. with extensive experience in the real estate, hospitality, and retail sectors in the Caribbean market. √ Chris Folan, former Managing Director, Global Investment Banking of CIBC with expertise in the energy and fuel distribution sectors. √ Brian Gibson retired senior investment executive and current Board Chair of the Investment Management Corporation of Ontario (IMCO), with extensive oil and gas experience and multiple prior public company directorships. √ Marc Halley, Investment Manager at the Simpson Group and a representative of the nominating shareholder. √ Darcy Morris, the Co-founder and CEO of Ewing Morris & Co. Investment Partners and an experienced public company director who has overseen multiple successful strategic reviews. √ Karen Stuckey, the former Senior Vice President, Merchandising of Walmart Inc. and current director at Gildan Activewear Inc. (TSX and NYSE: GIL) with over three decades of leadership in retail and consumer goods. These candidates have proven track records of value creation, along with the experience and skillsets required to rebuild value at Parkland and oversee a credible strategic review process for the benefit of all shareholders. For more information about the Simpson Oil nominees and their plan to build value at Parkland, visit Simpson Oil is soliciting your support and ultimately intends to solicit forms of proxy and VIF's, in support of the election of each of the Simpson Oil nominees to the board of directors of Parkland Corporation at the Meeting. We urge you NOT to sign or return any proxy cards sent by the Company. 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. Legal Disclaimers: Information in Support of Public Broadcast Exemption under Canadian Law The information contained in this press release does not and is not intended to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of Simpson Oil's director nominees or in respect of any other matter to be acted upon at the Meeting. In connection with the Meeting, Simpson Oil intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, Simpson Oil has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of NI 51-102 – Continuous Disclosure Obligations ("NI 51-102") and has filed a preliminary dissident proxy circular (the "Circular"), available under Parkland's profile on SEDAR+ at The Circular contains disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of Simpson Oil's director nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Circular is hereby incorporated by reference into this press release and is available under the Company's profile on SEDAR+ at The registered office of the Company is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4. Simpson Oil is not requesting that Company shareholders submit a proxy at this time as the Company has yet to issue formal notice of the Meeting and its management information circular. Once formal solicitation of proxies in connection with the Meeting has commenced, proxies 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. Early Warning Reporting This press release is being issued by Simpson Oil pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers ("NI 62-103"). Simpson Oil holds 34,444,050 common shares ("Parkland Common Shares") in the capital of Parkland, representing approximately 19.8% of the issued and outstanding Parkland Common Shares. Subject to compliance with applicable laws and any applicable contractual restrictions, Simpson Oil may from time to time dispose of or acquire additional securities of Parkland. Parkland's head office address is Suite 1800, 240 4th Avenue SW, Calgary, Alberta, Canada, T2P 4H4. Simpson Oil's head office address is 94 Solaris Avenue - 2nd Floor, PO Box 30745, Camana Bay, Grand Cayman, KY1-1203, Cayman Islands. This press release is being issued by Simpson Oil as a result of a change in a material fact set out in a previous report relating to (i) its plans or future intentions which relate to or would result in a change in the board of directors or management of the Company and (ii) joint actors, including that Ewing Morris & Co. Investment Partners Ltd., an alternative asset management firm for which Darcy Morris, one of Simpson Oil's proposed director nominees serves as CEO, may be considered to be acting jointly or in concert with Simpson Oil. In accordance with NI 62-103, an early warning report will be filed by Simpson Oil on Parkland's SEDAR profile at A copy of such report may also be obtained by contacting Kym Zelinski at 1-416-863-2630. 1 FactSet View source version on Contacts Media Enquiries Longacre Square PartnersAmy Freedman / Andy RadiaSimpsonOil@ Shareholder EnquiriesCarson ProxyChristine Carson, 416-804-0825christine@
