Maple Leaf Foods 2019 Management Proxy Circular
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MAPLE LEAF FOODS INC. Notice of Annual and Special Meeting of Shareholders Thursday, May 2, 2019 at 11:00 a.m. and Management Proxy Circular Maple Leaf Foods INVITATION TO SHAREHOLDERS March 21, 2019 Dear Fellow Shareholder: We are pleased to invite you to attend the Annual and Special Meeting of Shareholders of Maple Leaf Foods Inc. (“Maple Leaf Foods” or the “Corporation”) to be held at ThinkFood!, 6897 Financial Drive, Mississauga, Ontario, Canada at 11:00 a.m. Eastern Daylight Time on Thursday, May 2, 2019. The items of business you will be asked to act on are set out in the accompanying Notice of Annual and Special Meeting and Management Proxy Circular. We also invite you to read the Corporation’s 2018 annual report. It provides a discussion of the Corporation’s financial and operating performance during the past year and the Corporation’s plans for 2019 and beyond. Maple Leaf’s journey to become the most sustainable protein company on earth accelerated through 2018. We internalized our vision across our business platforms, and we are moving forward with conviction. This unwavering commitment to raise the good in food, on every level, provides an exciting and tangible path to financial and social value creation. We expect to share our view of the Corporation’s future with you at the Annual and Special Meeting. Ultimately, corporations are governed by their shareholders. We encourage you to ensure that your shares are represented and your views made known, whether or not you are able to attend the meeting of shareholders. If you do not plan to attend in person, please take the time now to sign, date and return the enclosed proxy form in the envelope provided so that your shares are voted at the meeting according to your instructions. We thank you for your continuing support as a shareholder of Maple Leaf Foods. Yours very truly, DAVID L. EMERSON MICHAEL H. MCCAIN Chairman of the Board President & Chief Executive Officer Maple Leaf Foods Inc. 6985 Financial Drive, Mississauga, Ontario, Canada L5N 0A1 tel. 905-285-5000 Maple Leaf Foods Inc. (“Maple Leaf Foods”) NOTICE OF 2019 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS When Thursday, May 2, 2019 at 11:00 a.m. (Eastern Daylight Time) Where ThinkFood!, 6897 Financial Drive, Mississauga, Ontario, Canada L5N 0A8 Who Can You are eligible to vote if you were a shareholder of record at the close of business on Vote March 28, 2019. Please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope. Business of Shareholders will be asked to: Meeting 1. receive the consolidated financial statements for the year ended December 31, 2018, together with the auditors’ report on the statements; 2. elect directors; 3. appoint auditors and authorize the directors to fix their remuneration; 4. consider and, if thought fit, pass a resolution approving Maple Leaf Foods’ approach to executive compensation, on an advisory and non-binding basis; 5. consider and, if thought fit, pass a resolution approving an increase in the number of shares available for issuance pursuant to options granted under the Maple Leaf Foods’ 2016 Share Option Plan and ratifying and approving the granting of 137,468 options to 19 employees on March 1, 2019 which were made subject to approval by shareholders of the increase in the number of shares available for issuance pursuant to options granted under the Maple Leaf Foods’ 2016 Share Option Plan; and 6. transact such other business as may properly come before the meeting or any adjournment thereof. The accompanying Management Proxy Circular dated March 21, 2019 provides information concerning the matters to be dealt with at the meeting. Dated at Mississauga this 21st day of March, 2019. By Order of the Board R. Cappuccitti Senior Vice-President and Corporate Secretary You are eligible to vote if you were a shareholder of record at the close of business on March 28, 2019. Please ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or the Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope. TABLE OF CONTENTS Page Voting Information 1 Business of the Meeting 3 Special Business of the Meeting 10 Report on Corporate Governance 14 Directors’ Compensation 28 Letter to Shareholders from Chair, HRCC 32 Compensation Governance 33 Compensation Discussion and Analysis 35 Summary Compensation Table 46 Description of Share Option and Share Incentive Plans and Securities Authorized for Issuance Under Equity Compensation Plans 55 Other Matters 65 Appendix A – Meeting Frequency and Attendance 66 Appendix B – Commonly Used Definitions and Acronyms 67 Appendix C – 2016 Stock Option Plan as amended to February 27, 2019 68 Maple Leaf Foods Inc. MANAGEMENT PROXY CIRCULAR VOTING INFORMATION SOLICITATION OF PROXIES This Management Proxy Circular (the “Circular”) accompanies the Notice of the Annual and Special Meeting of Shareholders (“Notice of Meeting”) of Maple Leaf Foods Inc. (“Maple Leaf Foods”, “MLF” or the “Corporation”) to be held on May 2, 2019. It is provided in connection with the solicitation of proxies by the Corporation’s management for use at the meeting. It is planned that the solicitation will be primarily by mail, but proxies may also be solicited by telephone, in writing, by email, by fax, by other electronic means or in person by employees of the Corporation or by agents of the Corporation at a nominal and customary cost. The costs of these solicitations will be borne by the Corporation. VOTING OF PROXIES – REGISTERED SHAREHOLDERS A proxy in the form enclosed with the Notice of Meeting confers discretionary authority on the management nominees named therein with respect to amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the meeting. Management of the Corporation is not aware of any amendments or variations of the matters set out herein or other matters that may be properly presented for action at the meeting, but the proxy enclosed with the Notice of Meeting confers the authority on such management nominees to act on amendments or variations to the matters identified in the Notice of Meeting or other matters that may properly come before the meeting. Proxies must be received by 5:00 p.m. Eastern time on April 30, 2019. If you are a registered shareholder and wish to vote at the meeting, you do not need to complete or return your form of proxy. Simply attend the meeting and present yourself to a representative of the Corporation at the registration table. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the persons whose names are printed on the form of proxy, please insert the name of your chosen proxyholder in the space provided on the form of proxy. That individual or company can vote for or against or withhold your vote as you’ve specified on the proxy form or as the proxy holder chooses if you have not specified voting instructions. Common shares represented by proxies executed in favour of the management nominees named in the proxy enclosed with the Notice of Meeting will be voted for or against or withheld from voting in accordance with the choices specified in the executed proxy or any ballot that may be called for, but if no choice is specified such shares will be voted: (i) FOR the election of the persons listed as nominees under the heading “Election of Directors” as directors of the Corporation; (ii) FOR the appointment of KPMG LLP, Chartered Accountants, as auditors of the Corporation and authorizing the directors to fix their remuneration; (iii) FOR the resolution approving Maple Leaf Foods’ approach to executive compensation on an advisory and non-binding basis; (iv) FOR the resolution approving an increase in the number of shares available for issuance pursuant to options granted under the Maple Leaf Foods’ 2016 Share Option Plan and ratifying and approving the granting of 137,468 options to 19 employees on March 1, 2019 which were made subject to approval by shareholders of the increase in the number of shares available for issuance pursuant to options granted under the Maple Leaf Foods’ 2016 Share Option Plan; and, (v) FOR or AGAINST such actions as the management nominee thinks fit with respect to any other matter that may properly come before the meeting, including any amendments or variations in the matters identified in the Notice of Meeting. 1 2019 MAPLE LEAF FOODS INC. MANAGEMENT PROXY CIRCULAR REVOCATION A proxy in the form enclosed with the Notice of Meeting may be revoked by an instrument in writing, including another proxy, duly executed by or on behalf of the shareholder and deposited at the registered office of the Corporation at 6985 Financial Drive, Mississauga, Ontario, Canada L5N 0A1 at any time up to and including the second-last business day preceding the day of the meeting, or any adjournment or postponement thereof, or with the Chairman of the meeting on the day of the meeting or any adjournment or postponement thereof. VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF There were 124,371,726 common shares outstanding as of March 21, 2019. The Corporation has been informed that MCI exercises control or direction over 48,340,254 common shares (38.9%) of the outstanding common shares of the Corporation.