- Remaining directors retain their Board seats by narrow
margins
- Mithaq urges Board to reflect on the stern rebuke of its
performance from shareholders and correct course
- Mithaq intends to remain a significant investor in Aimia and to
continue to seek better governance and stronger performance
TORONTO, April 20,
2023 /CNW/ - Mithaq Capital
SPC ("Mithaq"), the largest shareholder of Aimia Inc.
(TSX: AIM) ("Aimia") holding 19.9% of Aimia's common shares,
thanked the many fellow shareholders who cast their votes for
change at the annual meeting of shareholders (the "Meeting")
on April 18, 2023. Mithaq also
announced that it is exploring all legal options to ensure the
validity of the results and that Aimia has complied with corporate
and securities laws in determining the outcome of the Meeting.
As belatedly disclosed by Aimia late yesterday evening, the
margins of victory for the seven directors who were re-elected to
the board of directors of Aimia (the "Board") were
extremely narrow. In fact, no director received more than 52.41% of
votes cast in favour of their re-election, and Chair David Rosenkrantz was soundly defeated with
58.31% of votes cast against him. Furthermore, almost 60% of
shareholders voted against Aimia's "Say on Pay" advisory
resolution. Shareholders can view the full results here.
Given the close voting results and the irregularities of the
Meeting previously detailed by Mithaq, Mithaq is exploring all
options to ensure that the wishes of all shareholders have been
respected and that the recently enacted majority voting rules in
the Canada Business Corporations Act have not been
undermined by decisions of the non-independent chair of the Meeting
and a board that has demonstrated an unfortunate tendency to avoid
transparency and entrench itself at all costs.
Questions as to validity aside, Mithaq is nonetheless gratified
that a significant portion of the shares that were voted supported
Mithaq's call for change on the Board to drive better performance.
The fact that Aimia's chairman, Mr. Rosenkrantz, was not re-elected
at the Meeting, that the remaining directors were elected with such
narrow margins and that Aimia's "Say on Pay" advisory resolution
failed to pass clearly demonstrates that holders of a
significant number of Aimia's shares agree with Mithaq and are not
satisfied with Aimia's performance and direction.
While Mithaq hopes that the Board recognizes the firm rebuke of
its performance and corrects its course, it is concerning that it
opted to issue a press release that essentially states that "if it
wasn't for votes from some shareholders, the departing Chairman
would have received enough votes to stay." Furthermore, in its
press release reporting the re-election of most of its directors,
the Board did not comment on the failure of the "Say on Pay"
resolution and its approach to compensation.
Mithaq encourages Aimia to heed the message sent by shareholders
rather than continue to ignore the will of investors. Any attempt
by Aimia to call into question the legitimately cast votes of
shareholders is nothing more than transparent deflection aimed at
obscuring the real issue at Aimia – a faltering strategy and subpar
performance. Mithaq has previously detailed numerous
reasons why Aimia requires better governance than has been
delivered by the Board.
This press release does not and is not meant to constitute a
solicitation of a proxy within the meaning of applicable corporate
and securities laws.
About Mithaq
Mithaq is an affiliate of Mithaq Holding Company, a family
office based in Saudi Arabia with
investments in public equities, real estate, private equity and
income-producing assets in local and international markets.
SOURCE Mithaq Capital SPC