The largest shareholder of Agrium Inc. wants to shake up the Canadian fertilizer company's board by installing its managing partner and four new independent directors, including a former federal agriculture minister.
New York based fund manager Jana Partners issued a statement Monday proposing five new directors — the latest in a string of challenges to Agrium's current leadership under chief executive Mike Wilson.
The nominees include its managing partner, Barry Rosenstein, as well as Lyle Vanclief, who was Canada's agriculture minister from 1997 to 2003 under a Conservative government, and three other men.
"Agrium's board has had every opportunity to respond constructively to our analysis and instead simply attempted to avoid the issues," Rosenstein said in a statement announcing the board challenge.
Jana has called on Agrium to spin off its retail arm as a separate company from its fertilizer business in order to unlock shareholder value. Agrium has rejected that idea.
Jana says three of its nominees have expertise in distribution businesses, something it claims Agrium's current independent directors don't have.
If Jana's move is successful, its nominees would represent nearly half of Agrium's board of directors. The current board has 11 members, including Wilson and non-executive chairman Victor Zaleschuk.
Jana's statement on Monday accused the current Agrium board of failing to address it's criticism — that the retail arm is underperforming and dragging down the company's stock price.
It also accused Agrium of failing to keep shareholders informed — particularly about the weakness of its third-quarter financial results, which generally missed analyst expectations when they were released Nov. 7.
Besides Vanclief and Rosenstein, Jana is proposing David Bullock — a former chief operating officer of United Agri Products, which was acquired by Agrium several years ago; Stephen Clark, a former CEO of Brenntag North America, and Mitchell Jacobson, chairman and a shareholder of MSC Industrial Direct Co. Inc.