CALGARY, April 26, 2019 /CNW/ - TransAlta Corporation
("TransAlta" or the "Company") (TSX:TA) (NYSE:TAC) announced
that shareholders elected all of management's director nominees to
the TransAlta Board of Directors and approved all other resolutions
at the Company's Annual and Special Meeting of Shareholders (the
"Meeting") held earlier today. In total, 182,931,519 votes were
cast in person or by proxy, representing 64.27% of the
eligible common shares – one of the highest participation rates at
a TransAlta shareholders' meeting ever.
"Today's result is an important validation of TransAlta's
strategy, team and progress," said Ambassador Gordon Giffin, Chair of the Board of TransAlta.
"We are well positioned to advance our strategy; a strategy that is
informed by shareholders, supported by shareholders and designed to
create value for all shareholders."
Ambassador Giffin added, "I would like to formally welcome our
new directors to the Board and look forward to their meaningful
contributions as we continue to transition to 100% clean power. I
would also like to thank our shareholders for their vote of
confidence in TransAlta."
As previously disclosed, TransAlta secured a strategic
partnership and $750 million
financing with Brookfield Renewable Partners which will enable
TransAlta to advance its strategy. TransAlta's strategy is focused
on converting coal units to gas, investing in renewables and
accelerating returns to shareholders.
Meeting Results
The following resolutions were considered by Shareholders:
1. Election of
Directors
The 12 director nominees proposed by management were elected as
directors of TransAlta's Board. The vote was conducted by ballot.
Detailed results of the vote are set out below:
Nominee
|
Votes
For
|
Percent
|
Votes
Withheld
|
Percent
|
Rona
Ambrose
|
165,878,152
|
95.41%
|
7,979,310
|
4.59%
|
John
Dielwart
|
170,414,085
|
98.02%
|
3,443,377
|
1.98%
|
Dawn
Farrell
|
171,019,370
|
98.37%
|
2,838,092
|
1.63%
|
Robert
Flexon
|
171,178,303
|
98.46%
|
2,674,851
|
1.54%
|
Alan
Fohrer
|
155,216,169
|
89.28%
|
18,641,263
|
10.72%
|
Harry
Goldgut
|
154,943,251
|
89.12%
|
18,914,211
|
10.88%
|
Gordon
Giffin
|
171,078,139
|
98.40%
|
2,779,323
|
1.60%
|
Richard
Legault
|
171,010,448
|
98.36%
|
2,847,014
|
1.64%
|
Yakout
Mansor
|
171,083,506
|
98.40%
|
2,773,956
|
1.60%
|
Georgia
Nelson
|
165,635,298
|
95.27%
|
8,222,164
|
4.73%
|
Beverlee
Park
|
149,886,624
|
86.21%
|
23,970,838
|
13.79%
|
Bryan
Pinney
|
171,205,639
|
98.47%
|
2,651,823
|
1.53%
|
2. Re-Appointment of
Auditors
The re-appointment of Ernst & Young LLP, to serve as the
auditors of TransAlta until the close of the next annual meeting of
shareholders, was approved by a show of hands. Proxies were
received as follows:
Votes
For
|
Percent
|
Votes
Withheld
|
Percent
|
180,885,764
|
98.90%
|
2,014,869
|
1.10%
|
3. Renewal of Amended and
Restated Shareholder Rights Plan
The ordinary resolution ratifying, confirming and approving the
continuance, amendment and restatement of the Company's Amended and
Restated Shareholder Rights Plan was conducted by ballot and the
resolution was approved. The results of the vote are as
follows:
Votes
For
|
Percent
|
Votes
Against
|
Percent
|
154,631,723
|
88.94%
|
19,226,876
|
11.06%
|
4. Advisory Vote on Executive
Compensation
In line with TransAlta's ongoing commitment to good corporate
governance, each year it provides shareholders with an opportunity
to vote on its approach to executive compensation. This year's
strong shareholder approval reflects TransAlta's focus on ensuring
executive compensation rewards top performance and aligns
management's interests with both the Company's business strategy
and the interests of shareholders. The advisory vote on the
Company's approach to executive compensation was conducted by
ballot and the resolution was approved. The results of the vote are
as follows:
Votes
For
|
Percent
|
Votes
Against
|
Percent
|
149,071,238
|
85.75%
|
24,782,140
|
14.25%
|
About TransAlta Corporation
TransAlta owns, operates
and develops a diverse fleet of electrical power generation assets
in Canada, the United States and Australia with a focus on long-term
shareholder value. We provide municipalities, medium and large
industries, businesses and utility customers clean, affordable,
energy efficient, and reliable power. Today, we are one of
Canada's largest producers of wind
power and Alberta's largest
producer of hydro-electric power. For over 100 years, TransAlta has
been a responsible operator and a proud community-member where its
employees work and live. TransAlta aligns its corporate goals with
the UN Sustainable Development Goals and we have been recognized by
CDP (formerly Climate Disclosure Project) as an industry leader on
Climate Change Management. We are also proud to have achieved the
Silver level PAR (Progressive Aboriginal Relations) designation by
the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at
www.transalta.com.
Forward-Looking Statements
This news release
may contain forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The
use of any of the words "expect", "anticipate", "continue",
"estimate", "may", "will", "project", "should", "propose", "plans",
"intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly, and
without limitation, this news release may contain forward-looking
statements and information relating to: the nature, timing and
impact of existing or potential legal actions or regulatory
proceedings, including those initiated by Mangrove; the investment
by Brookfield Renewable Partners or its institutional partners
("Brookfield") and expected benefits to the Company and its
shareholders; the ability of the investment to enhance the
Company's financial position and to execute its strategy; the
Company's strategy, plans and priorities; the Company's
relationship with Brookfield or
its affiliates and other shareholders; the expected timing, costs
and benefits of the strategic investment by and partnership with
Brookfield or its affiliates; and
legislative, regulatory and political uncertainty in the
jurisdictions in which we operate. These statements are based on
TransAlta's belief and assumptions based on information available
at the time the assumptions were made, including assumptions
pertaining to: the Company's ability to successfully defend against
any existing or potential legal actions or regulatory proceedings,
including those initiated by Mangrove; the closing of the
Brookfield investment occurring
and other risks to the Brookfield
investment not materializing; no significant changes to regulatory,
securities, credit or market environments; the anticipated
Alberta capacity market framework
in the future; our ownership of or relationship with TransAlta
Renewables Inc. not materially changing; the Alberta hydro assets achieving their
anticipated value, cash flows and adjusted EBITDA; the anticipated
benefits and financial results generated on the coal-to-gas
conversion and the Company's other strategies; the Company's and
Mangrove's/Bluescape's strategies and plans; no significant changes
in applicable laws; risks associated with the impact of the
Brookfield investment on the
Company's shareholders, debtholders and credit ratings; assumptions
relating to our current strategy and priorities, including as it
pertains to our coal-to-gas conversions, developing and growing
renewables projects, and maintaining and realizing the value of our
hydro assets; and the timing and terms of any substantial or normal
course issuer bids. The forward-looking statements are subject to a
number of risks and uncertainties that may cause actual
performance, events or results to differ materially from those
contemplated by the forward-looking statements. Some of the factors
that could cause such differences include: the failure of the
Brookfield investment to close;
the outcomes of existing or potential legal actions or regulatory
proceedings not being as anticipated, including those pertaining to
Brookfield investment; changes in
our relationship with Brookfield;
changes in our relationship with other shareholders; our
Alberta hydro assets not achieving
their anticipated value, cash flows or adjusted EBITDA; the
Brookfield investment not
resulting in the expected benefits for the Company and its
shareholders; the inability to complete share buy-backs within the
timeline or on the terms anticipated or at all; changes in current
or anticipated legislative, regulatory and political environments;
and other risks and uncertainties contained in the Company's
Management Proxy Circular dated March 26,
2019 and its Annual Information Form and Management's
Discussion and Analysis for the year ended December 31, 2018, filed under the Company's
profile with the Canadian securities regulators on
www.sedar.com and the U.S. Securities and Exchange
Commission on www.sec.gov. Readers are cautioned not
to place undue reliance on these forward-looking statements or
forward-looking information, which reflect TransAlta's expectations
only as of the date of this news release. In light of these risks,
uncertainties and assumptions, the forward-looking statements might
occur to a different extent or at a different time than we have
described, or might not occur at all. TransAlta disclaims any
intention or obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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SOURCE TransAlta Corporation