- 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 21, 2023 /PRNewswire/ — Mithaq Capital SPC (“Mithak“), 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“) we 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 favor 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 MithaqMithaq 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 nevertheless 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 failing 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.
Mithaq Capital SPC, +966 11 222 22 10, mithaq-capital@mithaqholding.com, saudi arabiaPO Box 86611, Riyadh 11632
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