CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Teekay Tankers has relationships or is a party to transactions with Teekay Corporation and certain of its subsidiaries. These and other relationships and
transactions are described below.
Teekay Corporations Ownership Interest and Voting Control; Renunciation of Business Opportunities in Favor
of Teekay Corporation
As of the date of this proxy statement, Teekay Corporation owns, directly or indirectly, 4,625,997 shares of Teekay
Tankers Class B common stock and 5,036,306 shares of Teekay Tankers Class A common stock, representing a 28.6% ownership interest in Teekay Tankers and 53.9% of the aggregate voting power of Teekay Tankers outstanding
shares of common stock. Please read Common Stock Ownership of Certain Beneficial Owners and Management for more information.
Teekay
Tankers Class B common stock has five votes per share, subject to a 49% aggregate Class B common stock voting power maximum, while Teekay Tankers Class A common stock has one vote per share. Except as otherwise provided by the
Marshall Islands Business Corporations Act, holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Teekay
Corporation currently controls all of Teekay Tankers outstanding Class B common stock and holds additional shares of Class A common stock. Because of Teekay Tankers dual-class structure, Teekay Corporation may continue to
control all matters submitted to Teekay Tankers shareholders for approval even if it and its affiliates own significantly less than 50% of the shares of Teekay Tankers outstanding common stock.
Teekay Tankers articles of incorporation renounce in favor of Teekay Corporation business opportunities that may be attractive to both Teekay
Corporation and Teekay Tankers. This provision effectively limits the fiduciary duties Teekay Tankers or its shareholders otherwise may be owed regarding these business opportunities by the Teekay Tankers directors and officers who also serve as
directors or officers of Teekay Corporation or its other affiliates. If Teekay Corporation or its affiliates (other than Teekay Tankers and its subsidiaries) no longer beneficially own shares representing at least 20% of the total voting power of
Teekay Tankers outstanding capital stock and no person who is an officer or director of Teekay Tankers is also an officer or director of Teekay Corporation or its other affiliates (other than Teekay Tankers and its subsidiaries), then this
business opportunity provision of Teekay Tankers articles of incorporation will terminate.
Teekay Tankers Executive Officers and
Certain of its Directors
Kenneth Hvid, Teekay Tankers Chairman and one of its directors, is also a director and President and Chief
Executive Officer of Teekay Corporation and serves as a director and Chairman of the general partner of Teekay Corporations publicly listed subsidiary, Teekay LNG Partners L.P.
David Schellenberg, one of Teekay Tankers directors is also a director and Chairman of Teekay Corporation and serves as a director of the general
partner of Teekay Corporations publicly listed subsidiary, Teekay LNG Partners L.P.
Kevin Mackay, Teekay Tankers President and Chief
Executive Officer is also a member of Teekay Corporations executive team and leads a global network of commercial offices in Asia, Europe and North America, with the responsibility of marketing Teekays fleet of conventional tankers.
Arthur Bensler, Teekay Tankers Corporate Secretary and one of its directors, who is not standing for re-election
at its 2021 annual meeting, is also Executive Vice President, General Counsel and Corporate Secretary of Teekay Corporation.
Stewart Andrade, Teekay
Tankers Chief Financial Officer, is also Vice President, Strategy and Business Development of Teekay Corporation.
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