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Jul 10, 2019

Aimia shareholders slam company after 'outrageous' AGM conduct

Aimia investor blasts chairman's 'outrageous' behaviour at AGM


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Unhappy shareholders of loyalty program provider Aimia Inc. (AIM.TO) are taking aim at the company’s chairman over what they describe as “outrageous conduct” at its annual general meeting last month.

Charles Frischer, an investor who owns 1.6 per cent of Aimia’s outstanding shares, said the June 28 meeting was “plagued by irregularities” including failure to properly conduct votes, refusal to allow shareholders to ask questions and even private security guards who intimidated shareholders, and in one case, forcibly removed an investor in attendance.

“In two decades as an investment manager and having attended hundreds of annual meetings, I have never seen a chair treat shareholders, many of whom had travelled considerable distances to attend, so arrogantly and dismissively at a public company meeting,” Frischer said in a release Monday, while claiming to represent other concerned shareholders. “This is not a board that shows respect for the owners of the business.”

Montreal-based Aimia has been under pressure for the past year as the company attempts to forge a new path after completing the sale of its signature Aeroplan loyalty program to Air Canada earlier this year.

Aimia has slashed its workforce, unveiled a major share buyback program and refocused its business.

But Aimia’s board is not moving fast enough, according to some shareholders. In the release, Frischer took aim at Bill McEwan, Aimia’s chairman and former CEO of Canadian grocery giant Sobeys Inc.

“Aimia has lost approximately $832 million in market value because of the board's oversight failures, irresponsible actions and poor decisions,” Frischer said in the release.

Frischer also said McEwan failed to provide evidence that Aimia’s board garnered sufficient votes to be elected.

Those concerns are echoed by Aimia’s largest shareholder, Mittleman Brothers LLC, an investment holding company that controls 23.3 per cent of Aimia’s shares.

Mittleman representatives said in a release published Wednesday they “observed the same irregularities” identified by Frischer.

“We are sympathetic to their concerns raised in respect of the conduct of the AGM,” Mittleman said in its release.

At the time of the AGM, Mittleman was subject to a standstill agreement where it agreed to, among other things, vote in favour of the election of Aimia’s nominated directors. Without those votes, only a Mittleman representative would have gained sufficient support to be elected, the investment firm noted in its release. 

The standstill agreement was terminated on July 1 and Mittleman warned Aimia should not assume continued support. 

Aimia said in a statement the company stands behind its chair and that there is no reason to hold another shareholder vote.

“Aimia’s AGM was conducted in accordance with all applicable rules and regulations. The results of the votes at the meeting were published and disclosed as required by law. Management and directors engaged in numerous discussions and openly answered many questions from shareholders after the meeting," said Karen Keyes, senior vice president of investor relations for Aimia, in an email to BNN Bloomberg Wednesday. 

"There is no business reason to hold another shareholders meeting. It would be redundant."