10:19:37 EDT Sat 04 May 2024
Enter Symbol
or Name
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CA



Algonquin Power & Utilities Corp
Symbol AQN
Shares Issued 689,636,871
Close 2024-04-18 C$ 8.05
Market Cap C$ 5,551,576,812
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Algonquin appoints Carter, Lopez to board

2024-04-18 17:28 ET - News Release

Mr. Brian Chin reports

ALGONQUIN POWER & UTILITIES CORP. TO ADD BRETT CARTER AND CHRISTOPHER LOPEZ TO THE BOARD OF DIRECTORS

Algonquin Power & Utilities Corp.'s board of directors intends to add Brett C. Carter, former executive vice-president and group president, utilities, and chief customer officer of Xcel Energy Inc., and Christopher Lopez, outgoing executive vice-president and chief financial and regulatory officer of Hydro One Ltd., to its board. During the first quarter's ordinary nominee review process for Algonquin's 2024 annual meeting of shareholders, Masheed Saidi had advised the board that she does not intend to stand for re-election. In addition, Kenneth Moore, the chair of the board, has informed the board of his intention to retire, effective as of the annual meeting, and he will therefore not stand for re-election. As a result, following the annual meeting, Algonquin's board will continue to be composed of nine directors.

In connection with the board appointments, the company and Starboard Value LP, which owns approximately 9.0 per cent of Algonquin's outstanding common shares, have entered into a co-operation agreement dated April 18, 2024. Pursuant to the agreement, Starboard has withdrawn its previously announced director nominations for election and agreed to support the company's nominees for election at the annual meeting. In addition, Starboard and the company have agreed to customary standstill, voting and other provisions related to, among other things, the composition of the board and committees of the board, expiring in advance of the company's 2025 annual meeting of shareholders. Starboard and the company have also entered into a non-disclosure agreement for purposes of sharing information and having discussions relating to the pursuit of a sale of the company's renewable energy business and the company's chief executive officer search.

"We appreciate the opportunity we have had to engage with our shareholders and gather valuable input on board composition over the past year," said Mr. Moore. "Both Brett and Chris bring unique perspectives to the Algonquin board, collectively possessing a wealth of additive expertise in areas such as utility operations, regulatory matters, corporate finance, information technology, and cyber and physical security. We remain committed to refreshing our board to support the company's strategic transformation into a pure play regulated utility to enhance shareholder value."

Jeff Smith, chief executive officer of Starboard, commented: "Throughout our engagement with Algonquin, we have appreciated the open dialogue with management. Algonquin is a great company with a strong portfolio of businesses and tremendous opportunities for value creation. We believe Brett and Chris bring key experience and insight that will complement the rest of the board and support the management team's pursuit of the company's strategic objectives. As a significant investor, we look forward to continuing to work constructively with Algonquin."

Christopher Huskilson, interim chief executive officer and member of the Algonquin board, said: "On behalf of Algonquin and the board, I want to thank Ken and Masheed for their outstanding contributions to our board over the last 14 and 10 years, respectively. Ken has served our board with distinction, including as our chair. Masheed brought a wealth of knowledge in the energy and utility sectors that has added meaningfully to our strategy. Their retirements are well earned, and we wish them all the best. We have enjoyed the constructive relationship with Starboard and look forward to benefiting from the valuable insights and fresh perspectives that these new additions bring to the board."

A copy of the agreement will be filed on SEDAR+ and on Form 6-K with the U.S. Securities and Exchange Commission.

J.P. Morgan is serving as financial adviser to Algonquin, and Blake, Cassels & Graydon LLP and Weil, Gotshal & Manges LLP are serving as legal counsel. Olshan Frome Wolosky LLP is serving as legal counsel to Starboard.

About Mr. Carter

Mr. Carter was the executive vice-president and group president, utilities, and chief customer officer of Xcel Energy from March, 2022, to October, 2023. Prior to that, Mr. Carter served as Xcel's executive vice-president and chief customer and innovation officer. Mr. Carter also has extensive experience in serving in key operational leadership positions at Bank of America and Duke Energy Company. He serves as a director of Graco Inc., a position held since February, 2021. Mr. Carter holds a BS in accounting from Clarion University of Pennsylvania and an MBA with a concentration in marketing from the University of Pittsburgh. He also completed the Harvard Business School advanced management program.

About Mr. Lopez

Mr. Lopez has served as executive vice-president and chief financial and regulatory officer at Hydro One since April, 2023. Mr. Lopez joined Hydro One in 2016 and has served as its chief financial officer, as well as other key leadership roles. Mr. Lopez also has experience in mergers and acquisitions and clean energy finance from his time served as vice-president, corporate planning and mergers and acquisitions, at TransAlta Corp., from 2011 to 2015, in addition to various other senior financial roles since he joined TransAlta in 1999. Mr. Lopez received a bachelor of business degree from Edith Cowan University in Australia, and he holds a chartered accountant designation. He is a graduate member of the Australian Institute of Company Directors and has completed the CFO leadership program at Harvard Business School.

About Starboard Value LP

Starboard is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

About Algonquin Power & Utilities Corp. and Liberty

Algonquin, parent company of Liberty, is a diversified international generation, transmission and distribution utility with approximately $18-billion of total assets. Algonquin is committed to providing safe, secure, reliable, cost-effective and sustainable energy and water solutions through its portfolio of generation, transmission and distribution utility investments to over one million customer connections, largely in the United States and Canada. In addition, Algonquin owns, operates and/or has net interests in over four gigawatts of installed renewable energy capacity.

Algonquin's common shares, preferred shares, Series A, and preferred shares, Series D, are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A and AQN.PR.D, respectively. Algonquin's common shares, Series 2019-A subordinated notes and equity units are listed on the New York Stock Exchange under the symbols AQN, AQNB and AQNU, respectively.

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