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Mar 26, 2018

Aimia reaches deal with Mittleman Brothers ahead of annual meeting

Cards from CIBC, TD Bank and Aeroplan as shown Thursday, June 27, 2013 in Montreal.  Aimia

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MONTREAL -- Aimia Inc. has averted a battle with its largest shareholders at its annual meeting next month after reaching an agreement with Mittleman Brothers Investment Management, which had sought changes at the loyalty rewards company.

As part of the deal, Philip Mittleman, 47, chief executive and president for Mittleman Brothers LLC, has been nominated to the company's board as an independent director together with Jeremy Rabe, 41, founder and a managing partner with On Point Loyalty, an investment and advisory firm focused on the airline loyalty industry.

Brian Edwards, 68, founder of BCE Emergis Inc., has also been nominated as an independent director, according to a regulatory filing ahead of the company's annual meeting April 27 in Montreal.

Mittleman was unhappy with Aimia's sale of its Nectar business to British retailer Sainsbury and had indicated it may push for changes at the company. His firm owns nearly 15 per cent of Aimia, according to Thomson Reuters.

In conjunction with the nomination of Mittleman and Rabe, Aimia said it has signed a standstill agreement with the investment firm.

Mittleman has agreed that until July 1, 2019 it won't take any actions against Aimia, including soliciting proxies, voting any shares, calling a special meeting, proposing the removal of board members, engaging in short selling or making disparaging comments about the company.

"The combination of technology, loyalty and travel industry expertise that these nominees bring to the table continues to enhance the skill set of our board of directors," board chairman Robert Brown said in a statement.

The new board members will replace former senator Michael Fortier and Douglas Port, who said they would not seek re-election to Aimia's board.

In a note to shareholders, the company said it will review the company's performance last year and discuss its plans for the future.

"Clearly, 2017 was a challenging year for the corporation and its shareholders -- particularly those with longer term positions," said the regulatory filing.

Aimia's shares have been hit hard following Air Canada's announcement last year that it won't renew its agreement as of the end of June 2020 and trade for less than a quarter of their value before the move by the airline.

Meanwhile, Aimia said chief executive David Johnston received $3.25 million in compensation in 2017, up from $2.5 million a year earlier. Johnson was interim CEO from January until assuming the position full-time on May 11.

His predecessor, Rupert Duchesne, received $6.19 million, up from $4.5 million in 2016. Duchesne retired May 10 after a four-month medical leave.

Two-thirds of Duchesne's payout came from other compensation, notably $3.53 million related to one-time separation payments at this retirement.

Despite a much lower salary and bonus, his share-based awards was similar to the prior year at $1.14 million and option-based awards at $760,000.