CN Announces Special Meeting of Shareholders on March 22, 2022
October 04 2021 - 6:00AM
CN (TSX: CNR, NYSE: CNI) today announced that it has scheduled a
Special Meeting of Shareholders (the “
Special
Meeting”) in response to a requisition by CIFF
Capital and TCI (collectively “
TCI”). The Special
Meeting is scheduled to be held at 9:00 a.m. Eastern Time on
Tuesday, March 22, 2022. TCI and CN have mutually agreed to the
date of the Special Meeting.
CN remains committed to executing its ambitious,
long-term, sustainable growth strategy, and is grateful for early
expressions of support for this plan that it has received from
valued shareholders, customers, partners and other key
stakeholders. The Company has best-in-class corporate governance
and a strong shareholder engagement program as it continues to
focus on operational excellence, a customer-first culture,
innovation and ESG leadership. CN’s strategic plan follows a year
of significant governance enhancements including the addition of
three new independent directors and achieving gender parity among
independent directors ahead of plan. At the Company’s most recent
Annual General Meeting (“AGM”), all directors received greater than
95% of votes in favour, and CN’s say-on-pay resolution passed with
97.7% support.
TCI’s motives for its requisition are
dubious.
- TCI is a dissident shareholder that
only recently acquired a 5% stake in CN and is seeking to assert
effective control over one of Canada’s largest and most
economically important companies. It is doing so without presenting
a credible plan to create superior or sustainable value.
- TCI holds an 8.3% stake in Canadian
Pacific (“CP”), meaning TCI is the largest shareholder in CN’s
direct competitor and Canada’s second largest Class 1 railroad.
TCI’s actions over the last several months demonstrate that there
is a clear conflict between their interests and those of CN’s other
shareholders.
- Curiously, TCI continues to argue
that CN’s pursuit of Kansas City Southern (“KCS”) was bad for CN.
The facts are clear: CN’s bid for KCS was a strategic move that
resulted in significant benefits for CN’s shareholders and
stakeholders, including an incremental US$700 million in fees paid
to CN. While the pursuit of KCS was demonstrably positive for CN,
it has been costly and may yet be problematic for CP and its
largest shareholder.
- As recently as CN’s AGM in April
2021, by all accounts it appears that TCI voted in favour of all
resolutions, including director nominees, say-on-pay and the
Climate Action Plan. It was only after CN disrupted TCI’s and CP’s
plans for KCS with a revised bid that TCI increased its stake in CN
and began attacking the company publicly to try to force its own
agenda.
The proxy contest initiated by TCI is misguided,
costly and not in the best interest of CN’s shareholders or its
other stakeholders. About CNCN is a world-class
transportation leader and trade-enabler. Essential to the economy,
to the customers, and to the communities it serves, CN safely
transports more than 300 million tons of natural resources,
manufactured products, and finished goods throughout North America
every year. As the only railroad connecting Canada’s Eastern and
Western coasts with the U.S. South through a 19,500-mile rail
network, CN, and its affiliates have been contributing to community
prosperity and sustainable trade since 1919. CN is committed to
programs supporting social responsibility and environmental
stewardship.
Forward-Looking
StatementsCertain statements included in this news release
constitute “forward-looking statements” within the meaning of the
United States Private Securities Litigation Reform Act of 1995 and
under Canadian securities laws. By their nature, forward-looking
statements involve risks, uncertainties and assumptions. CN
cautions that its assumptions may not materialize and that current
economic conditions render such assumptions, although reasonable at
the time they were made, subject to greater uncertainty.
Forward-looking statements may be identified by the use of
terminology such as “believes,” “expects,” “anticipates,”
“assumes,” “outlook,” “plans,” “targets,” or other similar
words.
Forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and other
factors which may cause actual results, performance or achievements
of CN, to be materially different from the outlook or any future
results, performance or achievements implied by such statements.
Accordingly, readers are advised not to place undue reliance on
forward-looking statements. Important risk factors that could
affect the forward-looking statements in this news release include,
but are not limited to: uncertainties related to the Meeting,
including the date of the Meeting and the Record Date. Reference
should also be made to Management’s Discussion and Analysis in CN’s
annual and interim reports, Annual Information Form and Form 40-F,
filed with Canadian and U.S. securities regulators and available on
CN’s website, for a description of major risk factors relating to
CN.
Forward-looking statements reflect information
as of the date on which they are made. CN assumes no obligation to
update or revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs, unless
required by applicable securities laws. In the event CN does update
any forward-looking statement, no inference should be made that CN
will make additional updates with respect to that statement,
related matters, or any other forward- looking statement.
Contacts:
Media Canada Mathieu Gaudreault
CN Media Relations & Public Affairs (514) 249-4735
Mathieu.Gaudreault@cn.ca Longview Communications &
Public Affairs Martin Cej (403)
512-5730mcej@longviewcomms.caUnited States
Brunswick Group Jonathan Doorley / Rebecca Kral (917) 459-0419 /
(917) 818-9002
jdoorley@brunswickgroup.com rkral@brunswickgroup.com |
Investment Community Paul Butcher Vice-President
Investor Relations (514) 399-0052 investor.relations@cn.ca |
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