Jana Says ISS Backing Two Nominees for Agrium’s Board

Jana Partners LLC, the activist investor pushing for changes at fertilizer maker Agrium Inc., said proxy adviser Institutional Shareholder Services Inc. recommended shareholders vote for two of its nominees for Agrium’s board.

ISS backed Jana Managing Partner Barry Rosenstein and David Bullock, a former chief financial officer of Graham Packaging Inc., for election at Agrium’s April 9 shareholders’ meeting, Jana said today in a statement. Glass, Lewis & Co., another advisory service, recommended its clients vote for all of Agrium’s director nominees, citing management’s “more compelling case,” Calgary-based Agrium said yesterday in a statement.

Jana is seeking to replace five of Agrium’s directors with its own nominees, citing a lack of experience in farm-product retailing and distribution on the current 13-person board, and has proposed the company spin off the retail network to boost profitability. The New York-based hedge fund is Agrium’s largest shareholder, with a 7.5 percent stake, according to data compiled by Bloomberg.

Jana would “have no power to break up the company, unless they can persuade the rest of the board, through reasoned discussion, of why that path would deliver sustainably higher value,” the hedge fund quoted ISS report as saying.

An ISS spokeswoman didn’t immediately respond to messages and an e-mail seeking a copy of the report.

Board Members

Agrium, a fertilizer producer that is also the biggest retail supplier of crop nutrients and seeds to U.S. farmers, last month named Mayo Schmidt, the former chief executive officer of Canadian grain handler Viterra Inc., and David Everitt, a retired Deere & Co. executive, to its board as non-executive directors.

The ISS report is at odds with those from three other proxy advisory firms, including Glass Lewis, Agrium said today in its own statement.

“ISS simply got this one wrong,” Agrium Chairman Victor J. Zaleschuk said in the statement. “A significant number of large institutional funds have told us they will override any ISS recommendation in favor of Jana and vote instead for Agrium’s board nominees.”

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