ALIMENTATION COUCHE-TARD INC. ANNOUNCES ELECTION OF DIRECTORS AND APPROVAL OF SPECIAL RESOLUTION AUTHORIZING THE AMENDMENT TO ITS ARTICLES OF INCORPORATION
LAVAL, QC, Aug. 31, 2022 /PRNewswire/ - Alimentation Couche-Tard Inc. ("Couche‑Tard" or the "Corporation") (TSX: ATD) held its Annual General and Special Meeting of Shareholders today announcing that all the candidates proposed as Directors in its Management Proxy Circular dated July 5, 2022, were elected and that a special resolution was adopted authorizing the Corporation to amend its articles of incorporation, in accordance with the approval by a requisite majority of the votes cast by the shareholders attending or represented by proxy at the meeting.
At present, Couche-Tard has one class of listed shares: Class A Multiple Voting Shares (the "Class A Shares"), which carry 10 votes per share. The special resolution authorizing the Corporation to amend its articles of incorporation will notably: (i) create a new class of shares, namely an unlimited number of common shares (the "Common Shares"), which will carry one vote per share; (ii) convert each of the issued and outstanding Class A Shares into one Common Share; and (iii) after giving effect to the aforesaid conversion, repeal the Class A Shares and the Class B Subordinate Voting Shares of the Corporation as well as the rights, privileges, restrictions and conditions attaching thereto (collectively, the "Conversion Event").
The Conversion Event is expected to become effective on September 1, 2022. All Class A Shares of the Corporation are expected to be delisted from the Toronto Stock Exchange ("TSX") before markets open on September 6, 2022, and the Common Shares are expected to trade on the TSX at the opening of business on September 6, 2022, under the current symbol "ATD".
As a consequence of the upcoming Conversion Event, Couche-Tard intends to modify the terms of its normal course issuer bid ("NCIB") on the TSX to purchase for cancellation a maximum of 79,703,614 Common Shares rather than Class A Shares. As at August 30, 2022, Couche-Tard had repurchased for cancellation 10,940,400 Class A Shares under its NCIB for US$477,952,304 at a weighted average price of US$43.69 per share. Following the Conversion Event, under its modified NCIB, Couche-Tard will therefore be authorized to repurchase for cancellation up to 68,763,214 Common Shares from September 6, 2022 to April 25, 2023. The terms of the Corporation's NCIB shall otherwise remain unchanged.
In addition, all equity incentive plans of the Corporation will cover Common Shares of the Corporation as of the Conversion Event date.
The detailed results of the vote for the election of Directors are set out below:
Nominee | In Favor | In Favor | Withheld | Withheld |
Alain Bouchard | 794,096,778 | 96.94 % | 25,055,376 | 3.06 % |
Louis Vachon | 815,810,685 | 99.59 % | 3,341,469 | 0.41 % |
Jean Bernier | 814,204,355 | 99.40 % | 4,947,799 | 0.60 % |
Karinne Bouchard | 779,994,120 | 95.22 % | 39,158,034 | 4.78 % |
Eric Boyko | 810,573,021 | 98.95 % | 8,579,133 | 1.05 % |
Jacques D'Amours | 802,840,450 | 98.01 % | 16,311,704 | 1.99 % |
Janice L. Fields | 810,128,547 | 98.90 % | 9,023,607 | 1.10 % |
Eric Fortin | 776,214,259 | 94.76 % | 42,937,895 | 5.24 % |
Richard Fortin | 801,238,927 | 97.81 % | 17,913,227 | 2.19 % |
Brian Hannasch | 809,072,287 | 98.77 % | 10,079,867 | 1.23 % |
Mélanie Kau | 766,732,804 | 93.60 % | 52,419,350 | 6.40 % |
Marie Josée Lamothe | 815,872,625 | 99.60 % | 3,279,529 | 0.40 % |
Monique F. Leroux | 816,512,424 | 99.68 % | 2,639,730 | 0.32 % |
Réal Plourde | 802,006,012 | 97.91 % | 17,146,142 | 2.09 % |
Daniel Rabinowicz | 809,626,247 | 98.84 % | 9,525,907 | 1.16 % |
Louis Têtu | 810,069,722 | 98.89 % | 9,082,432 | 1.11 % |
About Alimentation Couche-Tard Inc.
Couche-Tard is a global leader in convenience and fuel retail, operating in 24 countries and territories, with almost 14,100 stores, of which approximately 10,700 offer road transportation fuel. With its well-known Couche-Tard and Circle K banners, it is one of the largest independent convenience store operators in the United States and it is a leader in the convenience store industry and road transportation fuel retail in Canada, Scandinavia, the Baltics, as well as in Ireland. It also has an important presence in Poland and Hong Kong SAR. Approximately 122,000 people are employed throughout its network.
For more information on Alimentation Couche-Tard Inc. or to consult its annual Consolidated Financial Statements and Management Discussion and Analysis, please visit: https://corpo.couche-tard.com.
Forward-Looking Statements
Certain statements in this press release may constitute forward looking statements within the meaning of securities legislation, including those with respect to the issuance of the Notes as well as the use of proceeds therefrom. Positive or negative verbs such as "believe", "can", "shall", "intend", "expect", "estimate", "assume" and other related expressions are used to identify such statements. Such statements are based upon the current beliefs and expectations of Couche-Tard and are subject to significant risks and uncertainties outside of Couche-Tard's control. Couche-Tard would like to point out that, by their very nature, forward-looking statements involve risks and uncertainties such that its results, or the measures it adopts, could differ materially from those indicated in or underlying these statements, or could have an impact on the degree of realization of a particular projection. Unless otherwise required by applicable securities laws, Couche-Tard disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking information in this release is based on information available as of the date of the release.
SOURCE Alimentation Couche-Tard Inc.
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