Concerned Sherritt Shareholders Call on Directors to Return Improper Payments
HALIFAX, April 30, 2014 /CNW/ - The Concerned Shareholders of Sherritt International Corporation ("Sherritt") today called on the Company's Board of Directors to require current and recent directors to pay back an estimated $2.2 million in compensation improperly taken from the shareholders in the past four years.
Sherritt's Board has paid each director $150,000 a year for purportedly being barred from entering the United States due to the restrictions of the U.S. Helms-Burton Act which is designed to discourage business with Cuba, where Sherritt has operations.
In fact, to the knowledge of the Concerned Shareholders no Sherritt director appointed in the past five years has been barred from the United States, but the Board has continued to make the payments.
Facing shareholder pressure, the Board has finally announced that, in the future, it will not make the payments to directors who are not affected by the Helms-Burton Act.
That is clearly not sufficient. Those funds were taken under false pretenses. By changing its policy, the Board has admitted that making the payments was wrong, and not in the best interests of shareholders. However, it has done nothing to correct wrongful payments made in the past.
In light of Sherritt's recent disclosures, we believe seven directors who served between 2010 and 2013 have taken more than $2.2 million to which they were not entitled. That money belongs to the shareholders and should be returned to the shareholders.
The Concerned Shareholders do not object to payments to directors who have actually been barred from the United States, however those who have not should repay this improper compensation. As the longest serving members of the Board, Peter Gillin and former director John Moses each owe the shareholders $600,000. Sir Richard Lapthorne has taken $375,000 in improper payments, while the newest directors, Adrian Loader and Lisa Pankratz, have taken $63,587 and $25,000 respectively. CEO David Pathe owes shareholders $300,000 and Chairman "Hap" Stephen owes $240,618.
While repaying that amount will do little to offset the massive losses, write-offs, spiraling costs and dividend cuts shareholders have suffered under the current Sherritt Board, it would at least decrease the excessive compensation these directors have received for overseeing years of shareholder value destruction.
The Concerned Shareholder nominees, Ashwath Mehra, David Wood and George Armoyan, would move to have the Board require repayment of this improper compensation immediately after election at Sherritt's Annual and Special Meeting on May 6, 2014.
More information, including the complete Concerned Shareholders Information Circular is available at www.SaveOurSherritt.com.
Sherritt shareholders are advised to vote using the GREEN form of proxy that accompanies the Concerned Shareholders' Circular. They should disregard any proxy sent by Sherritt management and, even if they have voted a blue management proxy, they have the right to change their vote using a later-dated GREEN proxy. Only the last-dated proxy is counted.
In order for the GREEN proxy to be counted, it must be submitted consistent with the instructions on the proxy and must be received no later than 5:00 p.m. Toronto time on Thursday May 1, 2014.
Discard Sherritt's misleading blue proxy. It does not include the names of the Concerned Shareholder nominees.
Vote only the GREEN proxy for positive change at Sherritt.
Sherritt shareholders with questions can call 1-800-294-3174 or visit our website at www.SaveOurSherritt.com for more information.
About the Concerned Shareholders of Sherritt
Members of the Concerned Shareholders of Sherritt have been investors in the Company since May 2011. They are led by Halifax-based Clarke Inc. which invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase the return to shareholders. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke, please visit the website at www.clarkeinc.com.
Statements Regarding Forward-Looking Information
This news release may contain forward-looking statements or forward-looking information within the meaning of applicable securities laws, including, without limitation, in respect of Clarke's and Sherritt's priorities, plans and strategies for Sherritt and Sherritt's anticipated financial and operating performance and prospects. All statements and information, other than statements of historical fact, included or incorporated by reference into this Circular are forward-looking statements and forward-looking information, including, without limitation, statements regarding activities, events or developments that Clarke expects or anticipates may occur in the future. Such forward-looking statements and information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or the negative thereof.
We caution readers of this news release not to place undue reliance on forward-looking statements and information contained in the news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual performance, events or results to differ materially from those expressed or implied by such forward-looking statements or information. Sherritt's shareholders are cautioned that all forward-looking statements and information involve risks and uncertainties, including those risks and uncertainties detailed in Sherritt's continuous disclosure and other filings with applicable Canadian securities regulatory authorities, copies of which are available on SEDAR at www.sedar.com. We urge you to carefully consider those factors.
The forward-looking statements and information contained in this news release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements and information included in this news release are made as of the date hereof and Clarke undertakes no obligation to publicly update such forward-looking statements or information to reflect new information, subsequent events or otherwise, except as required by applicable laws.
Sherritt has announced that it will hold its annual meeting of shareholders on May 6, 2014. The Concerned Shareholders' nominees will be considered for election at that meeting. The Concerned Shareholders filed a Circular on April 9, 2014, together with a GREEN proxy or voting instruction form. SHAREHOLDERS OF SHERRITT ARE URGED TO READ THE CIRCULAR CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain free copies of the Circular and any amendments or supplements thereto and further proxy circulars at no charge on SEDAR at www.sedar.com. In addition, shareholders will also be able to obtain free copies of the proxy circular and other relevant documents by calling the Concerned Shareholders' proxy solicitor, CST Phoenix Advisors at 1-800-294-3174.
SOURCE Clarke Inc.For further information: Shareholders, CST Phoenix Advisors, 1-800-294-3174, firstname.lastname@example.org; Dustin Haw, Vice President, Investments, Clarke Inc., 416.855.1928, 416.930.1982, email@example.com; Media, John Lute, Lute & Company, 416-929-5883, firstname.lastname@example.org