Canada Pension Plan Investment Board, Toronto, and Florida State Board of Administration, Tallahassee, have voted their Agrium Inc. shares in support of all the company's 12 directors, refusing to go along with a shake-up of the board by JANA Partners.
JANA initiated a proxy contest with Agrium, nominating a dissident slate of five candidates, including Barry Rosenstein, managing partner of the hedge fund.
“We have assessed the cases put forward by Agrium and JANA Partners LLC and have concluded that JANA has failed to make a compelling case for change to Agrium's board of directors,” said a statement by the C$172.6 billion (US$169.4 billion) CPPIB. “This view is supported by the board's track record in overseeing significant value creation and responsiveness to shareholders. While we agree that opportunities for improvement exist, we are of the view that the dissident's nominees do not represent the best alternative for optimizing long-term value creation.”
CPPIB owned 1.2 million Agrium shares as of March 31, according to a CPPIB report. The $163 billion Florida SBA owned 369,885 Agrium shares as of April 4. Agrium has 149.4 million outstanding shares eligible to be voted.
Institutional Shareholder Services, a proxy-voting advisory firm, recommended shareholders vote in favor of two nominees on the JANA slate, Mr. Rosenstein and David Bullock, an independent adviser and investor, according to an ISS report.
Glass Lewis, another proxy-voting advisory firm, recommended shareholders support all 12 of Agrium's nominees for director, according to a report from the firm.
Proxy voting closed Thursday; the company's annual meeting is April 9.