Transat AT Inc. | STREAMLINED BOARD OF DIRECTORS at Transat AT Inc.

Status
25.86% votes in favour
AGM date
Proposal number
1
Resolution details
Company ticker
TRZ:CN
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Corporate purpose
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
Canada
Resolved clause
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The articles of incorporation (as amended) (the “Articles”) of the Company be amended to delete the minimum and maximum number of directors set out in the Articles and fix the number of directors at six; and 2. Any officer or director of the Company be, and such officer or director of the Company hereby is, authorized, instructed and empowered, acting for, in the name of and on behalf of the Company, to execute and deliver or cause to be executed and delivered all such documents and instruments, including without limitation, to execute and deliver articles of amendment of the Company, in duplicate, to the Director appointed under the Canada Business Corporations Act, and to do or to cause to be done all such other acts and things as in the opinion of such director or officer of the Company may be necessary or desirable in order to fulfill the intent of this resolution.
Supporting statement
Financière Outremont Inc. (“Financière Outremont”), an investment company held by Mr. Pierre Karl Péladeau, is the second largest shareholder in Transat with an investment representing approximately a 9.49% economic and voting interest. Transat’s Board is disproportionately large relative to the Company’s size when benchmarked against other publicly listed Canadian companies – it currently has 11 directors, and its Articles provide for a minimum of nine directors. By contrast, the average for TSX-listed companies of Transat’s size is only six directors. A bloated board such as Transat’s results in inefficient bureaucracy and unjustifiable costs. There is no discernible requirement for unique skills or experience that would justify such an outsized board. Financière Outremont’s significant and long-standing investment in the Company is rooted in the firm belief that, under the right Board leadership, Transat has the potential and opportunity to restore its financial resilience, significantly improve shareholder return while maintaining its strong brand and leadership position amongst the leisure airline carriers for Quebec and Canadian consumers. Reducing the size of the Transat board is the first step in this process. Financière Outremont believes that an optimized Board can be built around six highly qualified and appropriately experienced members. To do so, an amendment to the Company’s Articles, which currently impose a minimum of nine directors, is required. This streamlined board will be much more constructive and efficient than the current Board and will reduce the costs associated with director compensation, and this change is part of Financière Outremont’s broader proposal for governance enhancements at Transat. Financière Outremont expects to prepare its own information circular that will be sent to shareholders and filed under the Company’s profile on SEDAR+ in the coming days.

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