RE:RE:Management Information Circular for the 2016 AGMKherson wrote: Executive Compensation
Looks like Doug and the gang are still getting paid pretty good...
But why would the BOD of Canexus pay out $1.2 million in incentives (cash I might add) to the management team just this past March considering how bad the company performed in 2015 and more importantly, the realization for shareholders that the BV of Canexus shares is ZERO?
What is really odd is that only half of the BOD members are on other TSX listed company boards. Speaks volumes...
Kherson
Taking this post a step further, one needs to take look at the area that Superior had an issue with the management of Canexus for cancelling the proposed merger, which was the Long Term Incentative Plan. In the tables on page 44 of the Canexus Information Circular, the options, PSU's and RSU's were all granted on March 17th, only a week after the Canexus Year End conference call. But what is interesting is that Ross clearly stated on that call that the FTC would be releasing it's decision on the proposed merger around April 13th! When April 13th rolled around, no information was released by anyone!
What now becomes interesting with Superior's side of the proposed merger story was that on their First Quarter C.C., they stated that when asked about their contact with the FTC that things were kinda quiet. What was funny was that the person asking the question was surprised that this was indeed the case between the FTC and Superior!
So, we know that the proposed merger was canned because of changes made to Canexus' Long Term Incentative Plan on March 17th! The original merger agreement was due to expire on April 30th, according to subsequent NR's by both companies, but was extended until June 30th, the same day of the Canexus AGM. But, only now has the Market been informed that the reason for the failure of the Merger was due to Canexus' actions, back on March 17th!
For starters, this raises some ethical questions with how Canexus conducted their AGM. Canexus was well aware when they released their Proxy Information for the AGM on June 2, 2016 that the deal was dead, because they had no intention of making the required changes to the Long Term Incentative Plan as requested by Superior. Yet, they did not inform the Market of any issues with the proposed merger and more importantly for their shareholders and the resultant outcome of the AGM, acted as if the merger process was still a go right up until June 30th, when in fact, they knew that they were the ones who had already scuttled the merger deal!
I believe that the ASC needs to take a closer look at this because this information was Material for the shareholders of Canexus before the AGM date, but was never revealed!
Kherson