HOTLINE: Battle for the board of Sherritt – a briefing

Multinational resources company Sherritt will be battling a rebel group of shareholders led by George Armoyan and Clarke Inc at its shareholders meeting on May 6.

The two sides are gearing up for a battle to control the board, with blows struck by both sides since the release of the company’s 2013 results.

In the green corner
George Armoyan, president and ceo of Canadian investment company Clarke Inc and pretender to the board of Sherritt, along with a group of “concerned shareholders”, who collectively own about 5% of Sherritt.

The challengers come to the ring with a “green” proxy voting form for resolutions to be voted on at the Sherritt shareholders’ meeting, and advise shareholders:
– To vote for the election of Ashwath Mehra, David Wood and George Armoyan;
– To withhold votes for all of Sherritt’s nominees;
– To vote for the adoption of unanimous board approval for material acquisitions, a shareholder say on board member pay, a shareholder say on executive pay, and the elimination of special payments to directors.

In the blue corner
Sherritt itself, a heavyweight in the resources sector whose products include nickel and cobalt, listed on the Toronto Stock Exchange.

The company is championing a “blue” proxy voting form, in a bid to fight off the green proxy, advising shareholders, among other things:

– To vote for the Sherritt nominees for election to the board;
– To withhold from voting for the director nominees put forward by Armoyan and the “concerned shareholders”;
– To vote against a resolution to reduce the size of the board;
– To vote against all proposals put forward by Armoyan and the “concerned shareholders”.

Whether it will be a total knockout, a body blow, or loss on points for either side remains to be seen.