Aimia shareholder claims chairman's 'outrageous conduct' at AGM demands a redo

MONTREAL - A group of shareholders at Aimia Inc. are calling for a redo of last month's annual general meeting, which they say was "plagued with irregularities" and "outrageous conduct."

The group, dubbed Aimia Shareholders for Accountability, said the chairman refused to conduct votes or take questions and allowed security guards to intimidate shareholders who attempted to speak, with one being "forcibly" removed.

Charles Frischer, who claimed to speak for the group -- he declined to identify members -- holds 1.6 per cent of the loyalty analytics company's outstanding shares.

"I have never seen this. I have attended literally hundreds of annual meetings. And I've only been to two that had this kind of security," he said in an interview. "It was crazy."

Mittleman Brothers, Aimia's largest shareholder at more than 23 per cent, said in a statement Wednesday that representatives "observed the same irregularities."

"Although MB is not party to any voting or other agreement with these shareholders, we are sympathetic to their concerns raised in respect of the conduct of the AGM," the investment firm said.

At the time of the meeting, Mittleman Brothers was subject to a standstill agreement with Aimia that required it to vote in favour of all Aimia's director nominees and all other matters recommended unanimously by the board, the firm said.

"We note that in the absence of our support at the AGM...none of Aimia's other director nominees -- other than Phil Mittleman -- would have received support from the majority of shares voted."

Mittleman warned that Aimia should not assume continued support following the standstill agreement, which ended July 1.

Aimia said in an email that the June 28 meeting was conducted "in accordance with all applicable rules and regulations" and a do-over would be "redundant."

"Management and directors engaged in numerous discussions and openly answered many questions from shareholders after the meeting," though not during, said spokeswoman Karen Keyes.

The results of the votes at the Toronto meeting were published as required by law, she added. The transcript, unlike last year, was not, with Frischer calling for its release.

"The whole purpose of this is a forum. I want to hear what Bill Smith next to me is saying," said Frischer, who flew in from Seattle for the meeting. He acknowledged that he spoke with directors after the AGM.

Frischer also questioned whether chairman Bill McEwan held enough discretionary proxies to govern votes on all matters.

Media were told ahead of the meeting they would be barred from entering and that directors and executives would not be taking questions from reporters.

Frischer said he will call for a special meeting within 21 days if Aimia does not formally respond to the redo request he submitted this week.

He and others are "extremely unhappy" with Aimia's strategic direction, he said.

"Five years ago the stock was over $15, today it's under $4. They have done a horrific job," he said.

Aimia said that directors continue to act in the best interest of stakeholders.

In January, shareholders voted nearly unanimously to approve the $450-million sale of Aimia's Aeroplan loyalty program to Air Canada, leaving the Montreal-based company with more than $1 billion in cash but also questions about its future.

The past two years have been turbulent for the Montreal-based company. Rupert Duchesne, Aimia's previous CEO, stepped away from the job in January 2017, replaced by Jeremy Rabe in May 2018. Former president and chief strategy officer Nathaniel Felsher left in November, less than three months after he took the job.

Aimia's other assets include a 48 per cent stake in Aeromexico's loyalty program, PLM, and a 20 per cent share of AirAsia's loyalty program, Think Big.

Companies in this story: (TSX:AIM, TSX:AC)

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