Agrium Adopts Advance Notice By-Law
OREANDA-NEWS. December 20, 2013. Agrium Inc. (TSX and NYSE: AGU) ("Agrium" or the "Corporation") today announced the adoption by its Board of Directors of By-law No. 2 of the Corporation (the "Advance Notice By-law"), a by-law establishing a framework for advance notice of nominations of directors by shareholders of Agrium.
Among other things, the Advance Notice By-law fixes a deadline by which shareholders must submit a notice of director nominations to Agrium prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
The Advance Notice By-law is similar to the advance notice by-laws adopted by many other Canadian public companies. Specifically, the Advance Notice By-law requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of Agrium are made by shareholders other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the "CBCA") or (ii) a shareholder proposal made in accordance with the provisions of the CBCA.
In the case of an annual meeting of shareholders, notice to the Corporation must be given not less than 30 nor more than 65 days prior to the date of the annual meeting. In the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be given not later than the close of business on the 10th day following the notice date.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the meeting was made.
The Board of Directors of Agrium has also adopted certain amendments to the Corporation's existing general By-law No. 1 (the "By-law Amendments"), which are intended to ensure that By-Law No. 1 remains consistent with evolving corporate governance practices and the published guidelines of major proxy advisory firms. The By-law Amendments increase the quorum requirements for Agrium director and shareholder meetings to a majority of the directors and two or more persons holding or representing at least 25 percent of the eligible vote, respectively, and remove the casting vote previously granted to the chairman of directors' and shareholders' meetings.
The Advance Notice By-law and the By-law Amendments are effective immediately. Shareholders of Agrium will be asked to ratify and confirm the Advance Notice By-law and the By-law Amendments at the next meeting of shareholders, as required by the CBCA. The full text of the Advance Notice By-law and By-law No. 1, as amended by the By-law Amendments, have been filed under Agrium's profile at www.sedar.com, and posted on Agrium's website at www.agrium.com.