Responding to support of two director nominees of JANA Partners LLC by Institutional Shareholder Services Inc. or ISS, Agrium Inc. (AGU, AGU.TO) said that the report's recommendation puts ISS at odds with the unequivocal statements of support for Agrium's Board nominees issued over the past week by three of Agrium's largest institutional shareholders: Letko Brosseau & Associates, Aimco and bcIMC.
Earlier today, Investment advisor JANA Partners LLC said ISS has strongly endorsed JANA nominees Barry Rosenstein and David Bullock for election to the board of directors of Agrium at the upcoming annual general meeting of shareholders on April 9.
Agrium also noted that the report's recommendation also puts ISS at odds with three other proxy advisory firms, including Glass, Lewis, a leading international proxy advisory firm, Pensions Investment Research Consultants (PIRC), a UK-based proxy advisory firm, and Egan-Jones.
It also puts ISS at odds with the views of the equity research community, which has strongly endorsed Agrium's integrated strategy, as well as the company's analysis of JANA's flawed ideas, and at odds with independent corporate governance experts, who have severely criticized JANA's 'golden leash' pay arrangements for their short-term orientation and for undermining notions of director independence.
Agrium stated that JANA is seeking to break up Agrium and implement other ideas that Agrium has demonstrated would destroy shareholder value. JANA has provided no credible evidence to the contrary and has little support from other Agrium shareholders or the equity research community. JANA has also failed to demonstrate that its dissident nominees can be trusted to act in the best interests of the corporation given their explicit and short-term oriented financial ties to JANA.
Agrium stated that ISS' decision fails to properly consider the company's integrated strategy, earnings and cash flow in 2012.
Agrium urged its shareholders to vote for its director nominees using only the white proxy.
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