Autocanada Inc. Annual Meeting of Shareholders
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AUTOCANADA INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 9, 2014 AT 10 A.M. TO BE HELD AT: AUTOCANADA CORPORATE HEAD OFFICE, EDMONTON, ALBERTA NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR DATED: APRIL 4, 2014 Table of Contents NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ................................................................. 1 SOLICITATION, APPOINTMENT, AND REVOCATION OF PROXIES......................................... 2 VOTING OF PROXIES ............................................................................................................................. 2 BENEFICIAL SHAREHOLDERS ........................................................................................................... 3 CERTAIN REFERENCES AND GLOSSARY ....................................................................................... 4 VOTING SHARES AND PRINCIPAL HOLDERS THEREOF ........................................................... 4 RECEIPT OF FINANCIAL STATEMENTS ......................................................................................... 4 ELECTION OF DIRECTORS ................................................................................................................. 5 APPOINTMENT OF AUDITORS ......................................................................................................... 10 PARTICULARS OF OTHER MATTERS TO BE ACTED UPON .................................................... 10 COMPENSATION DISCUSSION AND ANALYSIS ........................................................................... 11 COMPENSATION OF DIRECTORS ................................................................................................... 22 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ....................................................................................................... 24 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .............................................. 24 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................. 24 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ............................................................................................................................ 24 STATEMENT OF CORPORATE GOVERNANCE ............................................................................ 25 ADDITIONAL INFORMATION ........................................................................................................... 25 APPENDIX A – GLOSSARY ............................................................................................................... A-1 APPENDIX B – STATEMENT OF CORPORATE GOVERNANCE PRACTICES ..................... B-1 APPENDIX C – MANDATE FOR THE BOARD OF DIRECTORS OF AUTOCANADA INC. AND GENERAL AUTHORITY GUIDELINES ............................ C-1 1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN THAT AN ANNUAL MEETING of holders of common shares of AutoCanada Inc. (the “Company”) will be held at the AutoCanada Corporate Head Office, Suite 200 – 15505 Yellowhead Trail NW, Edmonton, AB T5V 1E5 at 10:00 a.m. (Mountain Time), on Friday, May 9, 2014, for the following purposes: 1. To receive the financial statements of the Company for the financial year ended December 31, 2013 and the report of the auditor thereon. 2. To elect the board of directors of the Company for the ensuing year. 3. To appoint PricewaterhouseCoopers LLP, Chartered Accountants, as the auditor of the Company for the ensuing year and to authorize the board of directors of the Company to fix the auditor’s remuneration. 4. To transact such other business as may be properly brought before the meeting or any adjournment thereof. The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular dated April 4, 2014 accompanying this Notice and forming part hereof. Only Shareholders of record at the close of business on April 4, 2014 are entitled to notice of and to attend and vote at the Meeting or any adjournment thereof. DATED this 4th day of April, 2014. BY ORDER OF THE BOARD OF DIRECTORS “Gordon R. Barefoot” (signed) Gordon R. Barefoot, Lead Director IMPORTANT It is desirable that as many shares as possible be represented at the meeting. If you do not expect to attend and would like your shares represented, please complete the enclosed instrument of proxy and return it as soon as possible in the envelope provided for that purpose. All proxies, to be valid, must be received by Valiant Trust Company, Suite 310, 606 – 4th Street S.W., Calgary, AB T2P 1T1, Attention: Proxy Department, by fax at 403-233-2857, or by Internet voting at https://proxy.valianttrust.com; at least forty- eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the meeting or any adjournment thereof. Late proxies may be accepted or rejected by the Lead Director of the meeting in his discretion, and the Lead Director is under no obligation to accept or reject any particular late proxy. 2 MANAGEMENT INFORMATION CIRCULAR (Containing information as at April 4, 2014 unless indicated otherwise) SOLICITATION OF PROXIES This Information Circular is furnished in connection with the solicitation of proxies by the management of AutoCanada Inc. (the “Company” or “ACI”) for use at the annual meeting (the “Meeting”) of holders (the “Shareholders”) of common shares of the Company (“ACI Shares”) to be held at the AutoCanada Corporate Head Office, Suite 200 – 15505 Yellowhead Trail NW, Edmonton, AB T5V 1E5 at 10:00 a.m. (Mountain time), on Friday, May 9, 2014, or at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation of proxies for the Meeting will be primarily by mail, but proxies may be solicited personally, by telephone or by other means of communication by the Management of the Company and by the directors, officers and regular employees of the Company. The foregoing persons will not be specifically remunerated for such solicitation. All costs of solicitation of proxies by or on behalf of Management will be borne by the Company. APPOINTMENT OF PROXIES The persons named in the accompanying form of proxy (“Form of Proxy”) are directors of the Company (“Directors”). A Shareholder desiring to appoint some other person, who need not be a Shareholder, to represent that Shareholder at the Meeting has the right to do so, either by inserting the desired person’s name in the blank space provided in the Form of Proxy or by completing another proper Form of Proxy. A Form of Proxy must be in writing and signed by the Shareholder or by the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a body corporate or association, under its seal or by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing. If the Form of Proxy is executed by an attorney, evidence of the attorney’s authority must accompany the Form of Proxy. A proxy will not be valid unless the completed Form of Proxy is received by Valiant Trust Company, Suite 310, 606 – 4th Street S.W., Calgary AB T2P 1T1, Attention: Proxy Department, by fax at 403-233-2857, or by Internet voting at https://proxy.valianttrust.com; not less than 48 hours (excluding Saturdays, Sundays and Holidays) before the commencement of the Meeting, or any adjournment thereof. Voting by Internet AutoCanada Shareholders may use the internet site at www.valianttrust.com to transmit their voting instructions. Shareholders should have the form of proxy in hand when they access the web site and will be prompted to enter their Control Number, which is located on the form of proxy. If Shareholders vote by internet, their vote must be received not later than 10:00 A.M. (Mountain Time) on Wednesday, May 7, 2014 or 48 hours prior to the time of any adjournment of the Meeting. The website may be used to appoint a proxy holder to attend and vote on a Shareholder's behalf at the Meeting and to convey a Shareholder's voting instructions. Please note that if a Shareholder appoints a proxy holder and submits their voting instructions and subsequently wishes to change their appointment, a Shareholder may resubmit their proxy and/or voting direction, prior to the deadline noted above. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above. REVOCATION OF PROXIES A Shareholder who has given a Form of Proxy may revoke it by an instrument in writing that is signed and delivered to Valiant Trust Company in the manner as described above so as to arrive at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof, at which the Form of Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner provided by law. A revocation of a Form of Proxy does not affect any matter on which a vote has been taken prior to the revocation. 3 VOTING OF PROXIES The representatives designated in the enclosed Form of Proxy will vote or withhold from voting the Shares in respect of which they are appointed proxy on any ballot that may be called for in accordance with the instructions of the Shareholder as indicated on the Form of Proxy and, if the Shareholder specifies a choice with respect to any matter