ISS Joins Glass Lewis in Urging Parkland Shareholders to Vote For Meaningful Change
Highlights Troubling Pattern of Mismanagement, Volatile and Deteriorating Financial Performance, Failure to Execute, and Repeated Efforts to Disenfranchise Shareholders
Both Leading Proxy Advisors Recommend Shareholders Vote on the GOLD Proxy Card
Simpson Oil Cautions the Incumbent Board NOT to Deploy Further Questionable Tactics That Could Delay the Shareholder Meeting or the Integrity of the Vote
Simpson Oil Reminds Shareholders to Visit www.RefuelParkland.com 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
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 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.
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”).
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:
“…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.”
On governance, ISS criticized the Board’s handling of CEO succession, noting:
“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.”
Both proxy advisors also flagged “grave” governance concerns, citing entrenched behaviors and persistent gamesmanship. ISS concluded:
“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.”
ISS also underscored that responsibility for these governance failures extends to key members of the current Board:
“[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.”
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.
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.
Protect Your Investment: Vote For ALL NINE Simpson Oil Nominees
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.
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.
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@carsonproxy.com.
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.
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.
Contacts
Media Enquiries
Longacre Square Partners
Amy Freedman / Andy Radia
SimpsonOil@longacresquare.com
Shareholder Enquiries
Carson Proxy
Christine Carson, 416-804-0825
christine@carsonproxy.com
