TORONTO (miningweekly.com) – Canadian nickel, oil and gas producer Sherritt International will hold a special meeting of shareholders on May 6 to vote on an activist investor's proposal to shake up the company’s board.
TSX-listed Sherritt said Clark Inc and shareholders affiliated with George Armoyan, which beneficially own about 5% of its shares, had asked for the meeting.
The special meeting would be held together with Sherritt's routine annual meeting.
The activist shareholders asked for a shareholders meeting to remove from office four of the current independent directors of Sherritt, reducing the total size of the board from nine to seven individuals and electing as directors Armoyan and two employees of Armoyan-controlled companies, Dustin Haw and Michael Rapps.
It also asked that shareholders approve a policy whereby payments made to directors to compensate them for effects of the US Helms-Burton Act be paid only if directors were actually banned from entering the US as a result of the legislation.
Sherritt said the requisition contained an inconsistency in that it required the removal of four directors and the election of three, which would result in a total board of eight, not seven as contemplated by the second item of business in the requisition.
Any reduction in the number of directors below nine would require passing a special resolution of shareholders, being a resolution supported by at least two-thirds of the votes cast by the shareholders.
“Despite this inconsistency and other deficiencies, Sherritt has determined that it is in the best interests of the company and its shareholders to proceed to call the special meeting,” the company said.