TransAlta: ISS and Glass Lewis Recommend Shareholders Vote FOR All TransAlta Director Nominees and Management Proposals

by ahnationtalk on April 15, 201924 Views

Calgary, April 12, 2019 – TransAlta Corporation (“TransAlta” or the “Company”) (TSX:TA) (NYSE:TAC) today announced that leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co (“Glass Lewis”), both issued final reports recommending that shareholders vote FOR all TransAlta management proposals, including director nominees, being presented at the Company’s upcoming shareholders’ meeting.

Both ISS and Glass Lewis recommend shareholders vote FOR the election of all TransAlta director nominees, including new nominees Robert Flexon, Harry Goldgut and Richard Legault. In addition, ISS and Glass Lewis recommend shareholders vote FOR the re-appointment of the Company’s auditors, the continuance of the Company’s amended “new generation” shareholder rights plan and the advisory say-on-pay vote on the Company’s approach to executive compensation.

“With positive recommendations from both ISS and Glass Lewis, shareholders can feel confident in their vote for our recommended nominees,” said Ambassador Gordon Giffin, TransAlta’s Board Chair. “We continue to bring fresh insight and expertise to our Board and remain committed to creating value for all shareholders. We have built a Board with the right skills and experience to oversee TransAlta’s transformation and position the Company for success as a clean energy leader.”

In reaching its decision, ISS noted the positive market reaction to the Brookfield transaction and commented that:

“Some of the issues outlined by the dissident, including the lack of shareholder approval and a fairness opinion, are also not unusual in the Canadian market for transactions of this size…

Shareholders might reasonably appreciate additional disclosure regarding the process, terms, and timing of the Brookfield investment – which could alleviate any concerns as to whether the board maximized value for TransAlta’s hydro assets – particularly in light of the lengthy voting agreement with Brookfield. Nonetheless, considering the board’s reasonable efforts to reach a settlement with the dissidents, the positive market reaction to the announcement of the transaction, and public support from TransAlta’s largest shareholder, there does not appear to be sufficient evidence at this time that would warrant votes against the incumbent directors.”

In addition to recommending that shareholders vote FOR all management proposals, Glass Lewis said shareholders should be mindful of the following:

“Brookfield’s recent investment was informed by extensive prior discussion and due diligence over the past three years with Brookfield (and other potential investors) aimed at a wide range of strategies for enhancing the long-term value and potential of the Company’s hydro and coal assets, as well as the value of the Company as a whole, including through potential sale transactions… The [Brookfield] partnership is expected to maximize the value of the Company’s hydro assets and create long-term shareholder value.”

Vote the BLUE Proxy Today

TransAlta’s annual and special shareholders’ meeting (the “Meeting”) will take place on April 26, 2019. TransAlta asks shareholders to read the Company’s management proxy circular dated March 26, 2019 (the “Circular”) carefully and to vote the BLUE proxy FOR all 12 TransAlta director nominees at our upcoming Meeting. Shareholder support is critical as we work to build a foundation for long-term, sustainable value creation as a leading clean energy company.

A copy of the Circular can be downloaded from the Company’s SEDAR profile at www.sedar.com and the Company’s EDGAR profile at www.sec.gov. The Circular is also available at TransAlta’s website.

A vote FOR TransAlta’s director nominees will be a vote to realize the value of TransAlta’s diverse and quality assets for decades to come, a vote for an experienced and engaged Board and a vote to share in the upside of TransAlta. Becoming a voter is fast and easy. To support TransAlta’s Board, vote your BLUE proxy or voting instruction form today.

If you have any questions about the Meeting, please contact Kingsdale Advisors, TransAlta’s strategic shareholder advisor and proxy solicitation agent, by telephone at 1-877-659-1820 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at contactus@kingsdaleadvisors.com.

About TransAlta Corporation

TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.

For more information about TransAlta, visit our web site at www.transalta.com.

NT4

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