Encourages Shareholders to Continue Voting ONLY on the BLUE Proxy
CALGARY, AB, April 21, 2025 /PRNewswire/ - Parkland Corporation ("Parkland" or the "Company") (TSX: PKI) today announced that it has published a presentation, available for download here that comprehensively refutes the claims being advanced by Simpson Oil Limited ("Simpson") and demonstrates Parkland's refreshed, experienced, and independent Board is the right team to lead the Company through its ongoing Strategic Review process.
Parkland Corporation Logo (CNW Group/Parkland Corporation)
"This is a clear attempt by a minority shareholder to seize full control of Parkland without offering a control premium to its fellow shareholders—and without the experience or qualifications required to oversee a complex strategic review," said Michael Jennings, Executive Chair of Parkland. "The hand-picked Simpson dissident slate lacks independence, expertise, and credibility. In contrast, Parkland's Board is highly independent, has significant and relevant expertise, and is committed to advancing a thorough process that delivers value for all shareholders—not just one."
Shareholders should have all the key facts ahead of the upcoming Annual General Meeting. These points make clear why Parkland's independent and experienced Board is best positioned to lead the Strategic Review and to deliver long-term value for ALL shareholders—and why it deserves your full support.
1. Simpson has Nominated an Unqualified, Inexperienced, and Unfit Slate of Directors
In nearly two years of agitation, the Simpson family has failed to put forward a qualified alternative to Parkland's current Board, a credible CEO candidate, or serious alternative plan. Contrary to Simpson's claims, their proposed slate lacks independence, public company experience, and relevant industry expertise.
Their nominees include:
Two family office employees with no meaningful public company or industry experience
A banker from Parkland's lead bank, clearly conflicted—his decision to join the dissident slate reflects poor judgment and exemplifies Simpson's approach to doing business
A failed small-cap CEO as an interim CEO candidate
A local Cayman real estate broker, with no observable public company experience
This slate lacks independence, credibility, and the expertise required to steward a company like Parkland. It has been assembled for one purpose: to give the Simpson family unchecked control of the Company.
Michael Jennings' new role as Executive Chair strengthens Parkland by bringing his track record of performance to operate the Company and his unparalleled experience in the industry and capital markets to drive a credible and thorough Strategic Review process.
2. Simpson Wants Full Control — Without Paying Shareholders a Premium
Let's be clear: this is not about representation—it's about total control.
Despite owning just under 20% of Parkland, the Simpson family is seeking full control of the Company without paying a control premium to other shareholders. Over the past 12 months, Parkland's Board and management have engaged in numerous meetings and calls with the Simpson family, during which they made one thing unequivocally clear: they would accept nothing short of complete control of Parkland. Their goal is to advance their personal financial interests at the expense of other shareholders.
The Simpson family now claims publicly that their slate of nine nominees is "independent," but their private communications reveal otherwise. They explicitly rejected Parkland's offer to jointly vet and appoint truly independent directors—including highly qualified candidates identified through an impartial third-party search firm, Sue Gove and Felipe Bayon—solely because these candidates were outside the Simpsons' personal control.
Their claim of independence is contradicted by their own statements and actions. Shareholders should recognize this slate for what it is: an attempt to seize control without paying a control premium, through hand-picked nominees who are neither independent nor qualified.
3. Simpson has Demonstrated a Pattern of Disregard for Fiduciary Duties to all Shareholders
The Simpson family has demonstrated, repeatedly, a troubling pattern of behaviour that is fundamentally incompatible with the fiduciary duties required of a public company board.
Their previously nominated directors circumvented Parkland's established Board and Special Committee processes to privately solicit an offer from a bidder. These discussions prioritized the Simpson family's personal financial interests over the broader shareholder base, negatively impacting Parkland's ability to negotiate a full and fair price on behalf of all other shareholders—an act that flies in the face of good governance and transparency. Regrettably, this is not an isolated incident; similar behaviour occurred several years ago during Parkland's negotiations to acquire Canadian retail assets.
If the Simpson family succeeds in installing their chosen slate, shareholders can have no confidence they will act in the interests of anyone other than themselves. Their actions to date strongly indicate that future decisions would be designed to enrich the Simpson family—not maximize value for all shareholders.
4. A Credible and Thorough Strategic Review Is Underway — Designed for All Shareholders, Not Just Simpson
The current Board is conducting a robust and independent Strategic Review, led by a refreshed, highly qualified Board composed of a supermajority of independent directors with deep expertise in energy, capital markets, and corporate governance.
Guided by the singular objective of maximizing value for all shareholders, Parkland's Strategic Review is already attracting significant interest and is overseen by a Special Committee of independent, highly qualified directors—including former CEOs and senior executives—with support from Goldman Sachs Canada and BofA Securities.
In contrast to Simpson's agenda, which prioritizes their personal financial gains and unique tax circumstances, Parkland's Strategic Review is rooted in rigorous governance and accountability, thoroughly evaluating all opportunities to unlock the Company's full value.
5. Parkland's Current Board is Truly Independent — Refreshed, Experienced, and Accountable to All Shareholders
Over the past two years, Parkland has made significant changes to its Board, appointing six new independent directors with exceptional track records across energy, governance, and M&A, chosen through multiple independent global search firms and our independent committee structure. These individuals bring deep operational and strategic expertise—precisely what is required to oversee a company of Parkland's size and complexity, and to steward a successful Strategic Review process.
The choice facing shareholders is clear: an experienced, diverse, and independent Board acting in the best interest of all shareholders—or an unqualified, conflicted slate chosen by a single shareholder with a narrow financial agenda.
Shareholders Are Urged to Vote the BLUE Proxy for Parkland's Director Nominees
The management information circular and related proxy materials, including the Chairman's letter to shareholders and a BLUE form of proxy or voting instruction form ("BLUE Proxy"), have been mailed to shareholders of Parkland, available via SEDAR+ at www.sedarplus.com, and on the Company's website.
The Company strongly recommends registered shareholders (who require a 15-digit control number) and beneficial shareholders (who require a 16-digit control number) to vote ONLY on the BLUE Proxy FOR the Parkland Nominees.
For the latest information, please visit ourparkland.ca.
Parkland is a leading international fuel distributor, marketer, and convenience retailer with safe and reliable operations in twenty-six countries across the Americas. Our retail network meets the fuel, and convenience needs of everyday consumers. Our commercial operations provide businesses with fuel to operate, complete projects and better serve their customers. In addition to meeting our customers' needs for essential fuels, Parkland provides a range of choices to help them lower their environmental impact, including manufacturing and blending renewable fuels, ultra-fast EV charging, a variety of solutions for carbon credits and renewables, and solar power. With approximately 4,000 retail and commercial locations across Canada, the United States, and the Caribbean region, we have developed supply, distribution, and trading capabilities to accelerate growth and business performance.
Our strategy is focused on two interconnected pillars: our Customer Advantage and our Supply Advantage. Through our Customer Advantage, we aim to be the first choice of our customers through our proprietary brands, differentiated offers, extensive network, competitive pricing, reliable service, and compelling loyalty program. Our Supply Advantage is based on achieving the lowest cost to serve among independent fuel marketers and distributors in the hard-to-serve markets in which we operate, through our well-positioned assets, significant scale, and deep supply and logistics capabilities. Our business is underpinned by our people and our values of safety, integrity, community, and respect, which are embedded across our organization.
Forward-Looking Statements
Certain statements contained herein constitute forward-looking information and statements (collectively, "forward looking statements"). When used in this news release, the words "aim", "continue", "expect", "will", "would" and similar expressions are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things: the objectives of the Parkland Board; the objective of the Simpson family; Parkland's AGM; the distribution of proxy materials in connection with the AGM and the expected timing thereof.
These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. These forward-looking statements speak only as of the date hereof. Parkland does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities laws. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks, assumptions and uncertainties including, but not limited to: general economic, market and business conditions; Parkland's ability to execute its business strategy; action by other persons or companies; and other factors, many of which are beyond the control of Parkland. See also the risks and uncertainties described under the headings "Cautionary Statement Regarding Forward-Looking Information" and "Risk Factors" in Parkland's current Annual Information Form, and under the headings "Forward-Looking Information" and "Risk Factors" in Parkland's Management's Discussion and Analysis for the most recently completed financial period, each as filed on SEDAR+ and available on Parkland's website at www.parkland.ca. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
