RF under %10............. VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 1, 2013) - Turquoise Hill Resources (TSX:TRQ)(NYSE:TRQ)(NASDAQ:TRQ) today announced that directors Livia Mahler and Peter Meredith will not stand for re-election at the upcoming annual meeting of shareholders on May 10, 2013, as a result of changes in Robert Friedland's holdings in the company. Additionally, Dan Larsen, a Rio Tinto nominee, will not stand for re-election.
Ms. Mahler, an independent director, and Mr. Meredith are both nominees of Mr. Robert Friedland. Under the terms of the 2012 memorandum of agreement (as amended) between Turquoise Hill and Rio Tinto, Mr. Friedland had the right to nominate two directors to the Turquoise Hill board for as long as he continued to own at least 10% of the outstanding common shares of Turquoise Hill. Following private sale transactions completed in late April 2013, Mr. Friedland's holdings in Turquoise Hill shares fell below the 10% threshold.
As Mr. Larsen will not stand for re-election, Rio Tinto has advised Turquoise Hill that it is nominating Ms. Virginia Flood in his place. Ms. Flood, currently Vice President Canada at Rio Tinto, spent more than ten years in senior positions in the Canadian Government, including Natural Resources Canada.
Dr. David Klingner, Chairman of the Board, said, "On behalf of Turquoise Hill, I want to thank Livia, Peter and Dan for their dedicated service and important contributions to the development of the company. Virginia brings an important industry perspective to the board and we look forward to working with her."
Shareholders are advised that management proxy holders intend to exercise the discretion granted in the proxies and vote in favour of the election of the 11 remaining nominees at the upcoming shareholders' meeting, including the election of Ms. Flood in place of Mr. Larsen as a Rio Tinto nominee. The revised management slate of 11 director candidates continues to be comprised of persons who would constitute a majority of independent directors. Rio Tinto has indicated its intention to vote in favour of the election of the 11 nominees.
Ms. Flood currently serves as Vice President Canada for Rio Tinto, where she leads and executes the company's Canadian strategy with the federal government and external partners. Prior to Rio Tinto, she spent more than ten years in senior positions in the Canadian Government. From September 2009 to May 2012, Ms. Flood was Director General Policy, Minerals and Metals at Natural Resources Canada. Between June 2005 and September 2009, she was National Director and from June 2003 to June 2005 was Executive Advisor to the Deputy Minister at the Department of Fisheries and Oceans. From April 2001 to June 2003, Ms. Flood held a variety of executive roles in Veteran Affairs, the Privy Council and Transport Canada. She is a director of the Canadian Chamber of Commerce and the Mining Association of Canada.