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Couche-Tard Updates Positions on Executive Pay, Sustainability

Global c-store retailer offers recommendations on shareholder proposals ahead of annual meeting

LAVAL, Quebec — Ahead of its annual shareholder meeting Sept. 20, the board of directors of Alimentation Couche-Tard Inc. is modifying its positions on two shareholder proposals: executive compensation and sustainability.

The global convenience-store retailer said it will consider a shareholder proposal to adopt a “say on pay” advisory vote on executive compensation. The company said it recommends the adoption of this proposal. It will conduct a “say on pay” vote during next year's annual general meeting. This will enhance transparency on executive compensation, it said.

But Couche-Tard is maintaining a recommendation to vote against a shareholder proposal to conduct an accountability exercise on environmental and social issues.

“The company is committed to developing a strategy to report on its sustainability initiatives and will increase its transparency by better communicating its present efforts and future targets to shareholders,” it said in a statement to clarify its position on the matter. “As such, the company has identified focus areas based on its current business model and believes it will be able to produce its first sustainability report in time for next year's annual shareholders meeting.”

  • Click here to view Couche-Tard's sustainablity web page.

Couche-Tard “continues to focus on both organic growth and acquisitions, while exercising outstanding brand creativity and financial discipline,” the company said. “It has delivered on the company's promise through decades of transformation in all areas of its business, while growing its global brand and becoming a world leader. Couche-Tard has evolved over the years, and so have its business practices, both internally and externally. This evolution is what drives the company's key governance questions.”

“The board of directors believes in the need to support governance best practices and to continuously evolve when it comes to safeguarding the best interest of its shareholders," said Alain Bouchard, founder and chairman. “As we globalize our brand, our position on both ‘say on pay’ and transparent reporting regarding our sustainability initiatives is the right position to take at this time.”

Brian Hannasch, president and CEO, said, “Through our decentralized business model, many efforts and initiatives continue to take place on a local level, both in terms of environmental and community involvement. Today, we are committed toward enhanced transparency for our sustainability reporting. We will dedicate efforts to a clear strategy identifying our focus areas, priorities and targets, and we will communicate our intentions going forward. We intend to present our plan to shareholders within the next year.”

At the meeting, Aequo, a Montreal-based shareholder engagement firm, will present the joint proposal from two shareholders: pension fund managers Batirente, Montreal, and PGGM, Zeist, The Netherlands. The proposal aims to have Couche-Tard’s board report on its approach to business risks and opportunities related to the company’s environmental and social issues by the 2019 shareholder meeting.

“These two longtime shareholders of Alimentation Couche-Tard want to encourage the company to improve its communication about key issues and implement responsible governance practices as adopted by a growing number of its global competitors,” said Jean-Philippe Renaut, CEO of Aequo.

He said Couche-Tard is exposed to various risks connected to shareholder value, including the effect of products such as energy drinks on consumer health and safety; the long-term effect of energy transition to electric vehicles on the company’s business model; and respect of human rights in its supply chains, particularly in connection with food and tobacco products.

Laval, Quebec-based Couche-Tard’s network includes 9,978 c-stores, including 8,691 stores selling motor fuel, primarily under the Circle K and Holiday banners in 48 U.S. states and in all 10 provinces in Canada. Through CrossAmerica Partners LP, Allentown, Pa., Couche-Tard supplies motor fuel under various brands to approximately 1,300 locations in the United States.

In Europe, Couche-Tard operates a retail network of 2,723 c-stores and automated fueling stations in Scandinavia, Ireland, Poland, the Baltics and Russia. And under licensing agreements, more than 2,000 stores operate under the Circle K banner in 16 other countries and territories (Cambodia, China, Costa Rica, Egypt, Guam, Honduras, Hong Kong, Indonesia, Macau, Malaysia, Mexico, Mongolia, the Philippines, Saudi Arabia, the United Arab Emirates and Vietnam), which brings Couche-Tard’s worldwide total network to more than 16,000 locations.


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